Common use of Further Obligations of the Company Clause in Contracts

Further Obligations of the Company. Whenever the Company is required hereunder to register Registrable Securities, it agrees that it shall also do the following: (a) furnish to each selling Holder such copies of each preliminary and final prospectus and any other documents that such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (b) use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (c) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SEC.

Further Obligations of the Company. Whenever In connection with the Registration Statement, the Company is required hereunder to register Registrable Securities, it agrees that it shall also use its reasonable best efforts to do the following: (a) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement and the prospectus used in connection therewith as may be necessary under applicable law to keep such Registration Statement effective for the applicable period; and cause each Prospectus to be supplemented by any required prospectus supplement or Issuer Free Writing Prospectus (as defined in Rule 433(h) under the Securities Act), and cause the Prospectus as so supplemented or any such Issuer Free Writing Prospectus, as the case may be, to be filed pursuant to Rule 424 or Rule 433, respectively (or any similar provision then in force) under the Securities Act and to comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations applicable to it with respect to the disposition of all Registrable Securities covered by the Registration Statement in accordance with each Holder’s intended method of disposition set forth in the Registration Statement; (b) furnish to each selling Holder offering Registrable Securities under the Registration Statement (A) after the same is prepared and publicly distributed, filed with the Commission, or received by the Company, one copy of the Registration Statement, each Prospectus, each Issuer Free Writing Prospectus, and each amendment or supplement to any of the foregoing, and (B) such number of copies of the Prospectus, each preliminary Issuer Free Writing Prospectus, and final prospectus all amendments and any other documents that such Holder supplements thereto, as the Holders may reasonably request to facilitate the public offering disposition of its the Registrable SecuritiesSecurities owned by the Holders; (bc) use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement covered by the Registration Statement under the applicable securities or “blue sky” laws of such jurisdictions within the United States as any selling each Holder may shall reasonably requestrequest unless an available exemption to such registration or qualification requirements is then available; provided, however, provided that the Company shall not be obligated to register or qualify such Registrable Securities in any jurisdiction in which such registration or qualification would require the Company (A) to subject itself to general taxation in any such jurisdiction, (B) file any general consent to service of process, or (C) to qualify to do business in any jurisdiction where it is would not then so qualified or otherwise be required to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectqualify but for this Section 3(c); (cd) notify each Holder timely file with the Commission such information as the Commission may prescribe under Sections 13 or 15(d) of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required the Exchange Act, and otherwise use commercially reasonable efforts to be delivered ensure that the public information requirements of Rule 144 under the Securities Act are satisfied with respect to the Company; (e) notify the Holders promptly in writing (A) of any comments by the Commission with respect to the Registration Statement or the Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) of the happening issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement which is known to the Company or the initiation of any proceedings for that purpose which are known to the Company and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes; and (f) as promptly as practicable after becoming aware of such event, notify the Holders of the occurrence of any event of which the Company has knowledge, as a result of which the prospectus Prospectus included in such registration statementthe Registration Statement, as then in effect, or any Issuer Free Writing Prospectus, taken as a whole with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing; (d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on under which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securitiesthey were made, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if anymisleading, and to use its commercially reasonable efforts to promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement or amendment to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by as the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as Holders may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SEC.

Further Obligations of the Company. Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Pay all expenses of such registrations and offerings (exclusive of underwriting discounts and commissions) and the reasonable fees and expenses of not more than one independent counsel for the Holders in connection with any registrations pursuant to Sections 2 or 3 hereof; (b) Use its best efforts to diligently prepare and file with the Commission a registration statement and use its best efforts to cause such registration statement to become effective and prepare and file such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earlier of (i) the date which is ninety (90) days following the effectiveness of such registration statement and (ii) the date on which the Holder or Holders have completed the distribution described in the registration statement relating thereto, and to comply with the provisions of the Securities Act with respect to the sale of securities covered by such registration statement for such period; (c) Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (bd) use Enter into and perform its obligations under any reasonable underwriting agreement required by the proposed underwriter, if any, in such form and containing such terms as are customary; provided, however, that no Holder shall be required to make any representations or warranties other than with respect to its title to the Registrable Securities and with respect to any written information provided by the Holder to the Company; (e) Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by such registration statement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably request; provided, howeverthat, that the Company shall not for any such purpose be obligated required to qualify to do business as a foreign corporation in any jurisdiction where wherein it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectqualified; (cf) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his, her or its Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and at the light request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (dg) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Company are then listedlisted or quoted (or if similar securities issued by the Company are not yet listed or quoted, then on such exchange or quotation system as the Company shall determine); (eh) provide Make available to each selling Holder, any underwriter participating in any disposition pursuant to a transfer registration statement and any attorney, accountant or other agent or representative retained by any such selling Holder or underwriter (collectively, the “Inspectors”), all financial and registrar for other records, pertinent corporate documents and properties of the Company, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all Registrable Securities registered pursuant hereunder information requested by any such Inspector in connection with such registration statement; provided, however, that such Inspector shall agree to hold in confidence and a CUSIP number for trust all such Registrable Securitiesinformation so provided;. (i) Otherwise use its best efforts to comply with the securities laws of the United States and other applicable jurisdictions and all applicable rules and regulations of the Commission and comparable governmental agencies in other applicable jurisdictions and make generally available to its stockholders, in each case as soon as practicable, but not later than 45 days after the effective date close of such registrationthe period covered thereby, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act; (fj) in In the event case 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, furnish to each prospective selling Holder a signed counterpart, addressed to the underwritersprospective selling Holder, if anyof (A) an opinion of counsel for the Company dated the effective date of the registration statement, and to (B) provided such perspective selling Holder complies with the Holders requesting registration requests of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants under the Statement on Auditing Standards No. 72, “Letters for Underwriters and Certain Other Requesting Parties” or any other successor or applicable accounting literature, a “comfort” letter signed by the independent public accountants who have examined and reported on certified the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” lettersletter) with respect to events subsequent to the date of the financial statements, as are customarily covered (at the time of such registration) in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (ik) furnish Otherwise cooperate with the underwriter or underwriters, the Commission and other regulatory agencies and take all actions and execute and deliver or cause to each selling Holder, upon request, a copy of be executed and delivered all documents filed and all correspondence from or necessary to effect the SEC in connection with registration of any such offering unless confidential treatment of such information has been requested of the SECRegistrable Securities hereunder.

Further Obligations of the Company. Whenever the Company is required hereunder to register Registrable SecuritiesShares, it agrees that it shall also do the following: (a) furnish Furnish to each selling Holder such copies of each preliminary and final prospectus and any other documents that such Holder may reasonably request to facilitate the public offering of its Registrable SecuritiesShares; (b) use Use its best efforts to register or qualify the Registrable Securities Shares to be registered pursuant to this Agreement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (c) notify Notify each Holder of Registrable Securities Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingexisting and then use its reasonable best efforts to correct promptly such statement or omission; (d) cause Cause all such Registrable Securities Shares registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listedlisted if such listing is then permitted under the rules of the exchange; (e) provide Provide a transfer agent and registrar for all Registrable Securities Shares registered pursuant hereunder and a CUSIP number for all such Registrable SecuritiesShares, in each case not later than the effective date of such registration; (f) in 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnishFurnish, at the request of any Holder requesting registration of Registrable Securities Shares pursuant to this Section 2, on the date that such Registrable Securities Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable SecuritiesShares; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SEC.

Further Obligations of the Company. Whenever under the preceding Sections of this Article I the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Use its best efforts (with due regard to the management of the ongoing business of the Company) to diligently prepare and file with the Commission a Registration Statement on Form S-3 or comparable successor form and such amendments and supplements to said Registration Statement and the prospectus used in connection therewith as may be necessary to keep said Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said Registration Statement until the earlier of the second anniversary of the date hereof or the date on which all of the Holders' Registrable Securities have been sold; (b) Use its best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or a comparable successor form; (c) Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering sale of its such Holder's Registrable Securities; (bd) use Enter into any reasonable underwriting agreement required by the underwriter selected pursuant to Section 1.02 on terms satisfactory to the Company and the Holders; (e) Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “blue "blue-sky” " laws of such jurisdictions as any selling Holder Holders may reasonably request; provided, however, provided that the Company shall not be obligated required to register or qualify the securities in any jurisdictions which require it to qualify to do business in any jurisdiction where it is not then so qualified or subject itself to take any action that would subject it to the general service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjecttherein; (cf) immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to such Holder's Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (dg) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quoted in each quotation system on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver listed or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securitiesquoted; (h) permit Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make generally available to its security holders, in each selling Holder or hiscase as soon as practicable, her or its counsel or other representatives but not later than 45 days after the close of the period covered thereby (90 days in case the period covered corresponds to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreementfiscal year of the Company), an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act; and (i) Obtain and furnish to each selling Holder, upon requestimmediately prior to the effectiveness of the registration statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Securities sold pursuant thereto), a copy of all documents filed cold comfort letter from the Company's independent public accountants in the same form and all correspondence from covering the same matters as is typically delivered to underwriters and, in the event that an underwriter or to the SEC underwriters have been retained in connection with any such offering unless confidential treatment of registration, such information has been requested of cold comfort letter to be provided to the SECselling Holders shall be the same cold comfort letter delivered to such underwriter or underwriters.

Further Obligations of the Company. Whenever the Company is required hereunder to register Registrable Securitiesany of the Registration Stock pursuant to any of the provisions of this Section 8, it agrees that it the Company shall also do the followingbe obligated to: (a) prepare for filing and file with the Securities and Exchange Commission promptly thereafter a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for the period necessary (but, other than as otherwise provided in Section 8.2(a), in no event more than nine months) to complete the proposed public offering; (b) furnish to each selling Holder holder so requesting such copies of each preliminary and final prospectus and any such other documents that such Holder as said holder may reasonably request to facilitate the public offering of its Registrable Securitiessuch holder's Registration Stock; (bc) use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement Registration Stock covered by said registration statement under the applicable securities or “blue sky” "Blue Sky" laws of such jurisdictions as any selling Holder the holders of Registration Stock may reasonably request; provided, howeverto keep such registration or qualification in effect for so long as such registration statement remains in effect, and do any and all other acts and things that may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of its Registration Stock covered by such registration statement, except that the Company shall 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 subdivision (c), be obligated to qualify be so qualified, or to do business subject itself to taxation in any jurisdiction where it is not then so qualified such jurisdiction, or to take any action that would subject it consent to the general service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectsuch jurisdiction; (cd) furnish to the selling holders, and any underwriters or broker-dealers through whom the Registration Stock may be sold, an opinion or opinions of counsel for the Company and a "cold comfort" letter or letters of the independent auditors for the Company, in form and substance customary for similar offerings; (e) permit each selling holder or the selling holder's counsel or other representatives, at the selling holder's expense, to inspect and copy such corporate documents and records as may reasonably be requested by them; (f) if so requested, furnish to each selling holder a copy of all documents filed and all correspondence to or from the Securities and Exchange Commission in connection with any such offering; (g) immediately notify each Holder seller of Registrable Securities Registration Stock covered by such registration statement statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act of Act, upon discovery that, or upon the happening of any event as a result of which 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 then existing, and at the request of any such seller or holder, prepare and furnish to such seller and holder 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 purchasers of such Registration Stock, 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 then existing; (dh) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of at least twelve months, but not more than eighteen months, beginning with the first month of the first fiscal quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (i) provide and cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide maintained a transfer agent and registrar for all Registrable Securities registered pursuant hereunder registrable securities covered by such registration statement from and after a CUSIP number for all such Registrable Securities, in each case date not later than the effective date of such registration; (f) 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 offeringregistration statement. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed If requested by the Company’s independent public accountants who have examined , each seller of Registration Stock as to which any registration is being effected shall furnish the Company with such information regarding such seller and reported on the Company’s financial statements included distribution of such securities as the Company may from time to time reasonably request in the registration statement, to the extent permitted writing as shall be required by law or by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (Securities and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose Exchange Commission in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SECtherewith.

Further Obligations of the Company. Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (aA) furnish Pay all expenses of such registrations and offerings (exclusive of underwriting discounts and commissions) and the reasonable fees and expenses of not more than one independent counsel for the Holders reasonably satisfactory to the TA Investors in connection with any registrations pursuant to Section 2 or reasonably satisfactory to the requesting Demand Holder in connection with any registration pursuant to Section 3; (B) Use its commercially reasonable efforts (with due regard to management of the ongoing business of the Company and the allocation of managerial resources) diligently to prepare and file with the SEC a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective for at least 120 days or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, or until there are no longer any Registrable Securities issued and outstanding, whichever first occurs, and to comply in all material respects with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for the period necessary to complete the proposed public offering; (C) Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (bD) use Enter into any reasonable underwriting agreement required by the proposed underwriter (which underwriter shall be selected by the Company and shall be reasonably satisfactory to the selling Demand Holders in connection with any registration requested pursuant to Section 3), if any, in such form and containing such terms as are customary; provided, however, that no Holder shall be required to make any representations or warranties other than (i) with respect to its best title to the Registrable Securities; (ii) with respect to any written information provided by such Holder to the Company and (iii) representations and warranties of selling stockholders customarily contained in agreements of this type, and if the underwriter requires that representations or warranties be made and that indemnification be provided, the Company shall make all such representations and warranties and provide all such indemnities, including, without limitation, in respect of the Company's business, operations and financial information and the disclosures relating thereto in the prospectus, customarily contained in agreements of this type; (E) Use its commercially reasonable efforts (with due regard to management of the ongoing business of the Company and the allocation of managerial resources) to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder may reasonably request; provided, however, provided that the Company shall not be obligated required to register or qualify the securities in any jurisdictions which require it to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjecttherein; (cF) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existingunder which they were made, not misleading, and, at the request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (dG) Use its commercially reasonable efforts to cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Company are then listedlisted or quoted; (eH) provide a transfer agent Use its commercially reasonable efforts to comply with the securities laws of the United States and registrar for other applicable jurisdictions and all Registrable Securities registered pursuant hereunder applicable rules and a CUSIP number for all such Registrable Securitiesregulations of the SEC and comparable governmental agencies in other applicable jurisdictions and make generally available to its Holders, in each case not later than as soon as practicable, an earnings statement of the effective date Company which will satisfy the provisions of such registrationSection 11(a) of the Securities Act; (fI) in 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed use its commercially reasonable efforts to the underwriters, if any, obtain and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon requestimmediately prior to the effectiveness of the registration statement and at the time of delivery of any Registrable Securities sold pursuant thereto, a copy cold comfort letter from the Company's independent public accountants in customary form and covering such matters of all documents filed and all correspondence from or to the SEC type customarily covered by cold comfort letters delivered in connection with underwritten public offerings; and (J) Otherwise cooperate with the underwriter or underwriters, the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents reasonably necessary to effect the registration of any such offering unless confidential treatment of such information has been requested of the SECRegistrable Securities under this Agreement.

Further Obligations of the Company. Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Pay all expenses of such registrations and offerings in connection with any registrations pursuant to Section 2 hereof; provided, however, that the Company shall have no obligation to pay or otherwise bear any portion of the underwriters’ commissions or discounts attributable to the Registrable Securities being offered and sold by the Holders or the fees and expenses of any counsel for the selling Holders in connection with the registration of the Registrable Securities; (b) Use its best efforts to diligently prepare and file with the Commission a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective until the Holder or Holders have completed the distribution described in the registration statement relating thereto (but for no more than one hundred eighty (180) days or such lesser period until all such Registrable Securities are sold) and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for such period; provided, however, that (i) such 180-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company; and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable Commission rules, such 180-day period shall be extended for up to an additional 120 days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; (c) Furnish to each selling Holder such copies of each preliminary and final prospectus and any other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (bd) use Enter into and perform its obligations under any reasonable underwriting agreement required by the proposed underwriter, if any, in such form and containing such terms as are customary; (e) Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that request provided the Company shall not be obligated required to qualify to do business in any jurisdiction where it is not then so qualified or file a general consent to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectconnection therewith; (cf) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his, her or its Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event (other than an event relating to a Holder or a plan of distribution delivered by a Holder) as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, to the light extent required by the Securities Act, at the request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (dg) cause Cause upon or immediately after the effectiveness of a registration all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Common Stock of the Company are then listedlisted or quoted; (eh) provide Make available to each selling Holder, any underwriter participating in any disposition pursuant to a transfer registration statement, and any attorney, accountant or other agent or representative retained by any such selling Holder or underwriter, all financial and registrar for all Registrable Securities registered pursuant hereunder other records, pertinent corporate documents and a CUSIP number for all such Registrable Securitiesproperties of the Company, in each case not later than the effective date of such registrationas shall be reasonably necessary to enable them to exercise their due diligence responsibility, subject to appropriate confidentiality undertakings; (fi) in the event of any underwritten public offering, enter into and perform use its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that on which such Registrable Securities are delivered sold to the underwriters for sale in connection with a registration pursuant to this Section 2underwriter, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) a “comfort” letters signed by letter dated such date, from the independent certified public accountants of the Company’s , in form and substance as is customarily given by independent certified public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securitiesoffering, addressed to the underwriters, if any; (hj) permit Otherwise use its best efforts to comply with the securities laws of the United States and other applicable jurisdictions and all applicable rules and regulations of the Commission and comparable governmental agencies in other applicable jurisdictions and make generally available to its Holders, in each selling Holder case as soon as practicable, but not later than forty-five (45) days after the close of the period covered thereby or hisninety (90) days after the closing of the fiscal year, her as the case may be, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act; (k) Provide an institutional transfer agent and registrar and a CUSIP number for all Registrable Securities on or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreementbefore the effective date of the registration statement; and (il) furnish to each selling Make available for inspection by any Holder, upon request, a copy of all documents filed and all correspondence from or any underwriter participating in any disposition pursuant to the SEC registration statement, and any attorney, accountant, or other agent of any Holder or underwriter, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors and employees to supply all information requested by any Holder, underwriter, attorney, accountant, or agent in connection with the registration statement; provided that an appropriate confidentiality agreement is executed by any such offering unless confidential treatment of such information has been requested of the SECHolder, underwriter, attorney, accountant or other agent.

Further Obligations of the Company. Whenever the Company is required hereunder to register Registrable SecuritiesShares, it agrees that it shall also do the following: (a) furnish Furnish to each selling Holder such copies of each preliminary and final prospectus and any other documents that such Holder may reasonably request to facilitate the public offering of its Registrable SecuritiesShares; (b) use Use its best efforts to register or qualify the Registrable Securities Shares to be registered pursuant to this Agreement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (c) notify Notify each Holder of Registrable Securities Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company will use reasonable efforts to amend or supplement such prospectus in order to cause such prospectus not to include any 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 then existing; (d) cause Cause all such Registrable Securities Shares registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide Provide a transfer agent and registrar for all Registrable Securities Shares registered pursuant hereunder and a CUSIP number for all such Registrable SecuritiesShares, in each case not later than the effective date of such registration; (f) in 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnishFurnish, at the request of any Holder requesting registration of Registrable Securities Shares pursuant to this Section 2, on the date that such Registrable Securities Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable SecuritiesShares; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit Permit each selling Holder or his, his or her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreementthem; and (i) furnish Furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SEC.

Further Obligations of the Company. Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish pay all expenses incurred by any party hereto in effecting the registrations, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and fees of one counsel for the selling Holders of Registrable Securities (which counsel shall be selected by the Holders of not less than a majority of the Registrable Securities to each selling Holder be included in any such copies registration), underwriting expenses (other than commissions or discounts), expenses of each preliminary any audits incident to or required by any such registration and final prospectus and expenses of complying with the securities or blue sky laws of any other documents that such Holder may reasonably request jurisdictions pursuant to facilitate the public offering of its Registrable SecuritiesSection 4.4(f) hereof; (b) use its best efforts diligently to register or qualify prepare and file with the Registrable Commission a registration statement on the appropriate form under the Securities Act with respect to such securities, which form shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the Commission to be registered pursuant filed therewith, and use its best efforts to this Agreement under cause such registration statement to become and remain effective until completion of the applicable proposed offering; (c) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement whenever the seller or “blue sky” laws sellers of such jurisdictions securities shall desire to sell or otherwise dispose of the same, but only to the extent provided in this Article 4; (d) furnish to each selling Holder and the underwriters, if any, such number of copies of such Registration Statement, any amendments thereto, any documents incorporated by reference therein, the prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as any such selling Holder may reasonably requestrequest in order to facilitate the public sale or other disposition of the securities owned by such selling Holder; (e) enter into any reasonable underwriting agreement required by the proposed underwriter for the selling Holders, if any, in such form and containing such terms as are customary; provided, however, that if the underwriter requires that representations or warranties be made and that indemnification be provided in respect of the Company=s business, operations, financial information and the like and the disclosures relating thereto in the prospectus; the Company shall make all such representations and warranties and provide all such indemnities; (f) use every reasonable effort to register or qualify the securities covered by such registration statement under such other securities or state blue sky laws of such jurisdictions as each selling holder shall reasonably request, and do any and all other acts and things which may be necessary under such securities or blue sky laws to enable such selling holder to consummate the public sale or other disposition in such jurisdictions of the securities owned by such selling holder, except that the Company shall not for any such purpose be obligated required to qualify to do business as a foreign corporation in any jurisdiction where wherein it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectqualified; (cg) promptly notify each selling Holder of Registrable Securities covered Securities, such selling Holders' counsel and any underwriter and (if requested by any such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act Person) confirm such notice in writing, of the happening of any event as a result which makes any statement made in the registration statement or related prospectus untrue or which requires the making of which the prospectus included any changes in such registration statement, as then in effect, includes an statement or prospectus so that they will not contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingunder which they were made not misleading; and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (dh) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Common Stock of the Company are is then listedlisted or quoted; (ei) provide a transfer agent otherwise use its best efforts to comply with the securities laws of the United States and registrar for other applicable jurisdictions and all Registrable Securities registered pursuant hereunder applicable rules and a CUSIP number for all such Registrable Securitiesregulations of the Commission and comparable governmental agencies in other applicable jurisdictions. The Company shall make generally available to the Holders, in each case as soon as practicable, but not later than 45 days after the close of the period covered thereby, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Form 10-QSB, 10-KSB, and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act; (j) furnish to each prospective selling Holder a signed counterpart, addressed to the prospective selling Holder, of (A) an opinion of counsel for the Company, dated the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if anystatement, and to the Holders requesting registration of Registrable Securities; and (iiB) “a "comfort” letters " letter signed by the Company’s independent public accountants who have examined and reported on certified the Company’s 's financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters' letter) with respect to events subsequent to the date of the financial statements, as are customarily covered (at the time of such registration) in opinions of issuer’s the Company's counsel and in accountants’ “comfort” ' letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that required by the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securitiesunderwriting agreement; (hk) permit within a reasonable time before each filing of the registration statement or prospectus or amendments or supplements thereto with the Commission, furnish to counsel selected by the Holders of Registrable Securities copies of such documents proposed to be filed, which documents shall be subject to the reasonable approval of such counsel; (l) use its best efforts to prevent the issuance of any order suspending the effectiveness of a registration statement, and if one is issued use its best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible moment; (m) if requested by the managing underwriter or underwriters (if any), any selling Holder, or such selling Holder's counsel, promptly incorporate in a prospectus supplement or post-effective amendment such information as such person requests to be included herein, including, without limitation, with respect to the securities being sold by such selling Holder to such underwriter or hisunderwriters, her the purchase price being paid therefor by such underwriter or its counsel underwriters and with respect to any other terms of an underwritten offering of the securities to be sold in such offering, and promptly make all required filings of such prospectus supplement or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreementpost-effective amendment; and (in) furnish otherwise cooperate with the underwriter or underwriters, the Commission and other regulatory agencies and take all actions and execute and deliver or cause to each selling Holder, upon request, a copy of be executed and delivered all documents filed and all correspondence from or necessary to effect the SEC in connection with registration of any such offering unless confidential treatment of such information has been requested of the SECRegistrable Securities under this Article 4.

Further Obligations of the Company. Whenever under this Section the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (ai) furnish to each selling Holder the Warrantholder such copies of each preliminary and final prospectus and any such other documents that such Holder as the Warrantholder may reasonably request to facilitate the public offering of its Registrable Securities; (bii) use its best efforts enter into such agreements (including an underwriting agreement) and take all such other actions reasonably required in connection therewith to register expedite or qualify facilitate the Registrable Securities to be registered pursuant to this Agreement under the applicable securities or “blue sky” laws disposition of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (c) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into connection, if the registration is in connection with an underwritten offering (1) make such representations and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered warranties to the underwriters for sale in connection with a registration pursuant such form, substance and scope as are customarily made by issuers to this Section underwriter, in underwritten offerings and confirm the same if and when requested; (2, 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 ) obtain opinions of counsel to such securities becomes effective: (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registrationand updates thereof (which counsel opinions in form, in form scope and substance shall be reasonably satisfactory to the underwriters) addressed to the underwriters and the Warrantholder covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as is customarily given to underwriters in an underwritten public offering, may be reasonably requested by such underwriters; (3) obtain "cold comfort" letters and updates thereof from the Company's accountants addressed to the underwriters, if any, such letters to be in customary form and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards covering matters of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are type customarily covered in opinions "cold comfort" letters by underwriters and a holder of issuer’s counsel registrable securities in connection with underwritten offerings; and in accountants’ “comfort” letters delivered to (4) deliver such documents and certificates as may be reasonably requested by the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters evidence compliance with any customary conditions contained in an underwritten public offering of securitiesunderwriting agreement; (hiii) permit each selling Holder or his, her or its the Warrantholder and/or his counsel or and other representatives to inspect and copy such corporate documents documents, financial and other Company records as may reasonably be requested by them for a bona fide purpose them, and cause the company's directors, officers and employees, and, if possible, financial analysts, to supply all reasonably requested information in connection with this Agreement; the Company and the offering, and (iiv) furnish to each selling Holder, upon request, the Warrantholder a copy of all documents filed and all correspondence from or to the SEC Securities and Exchange Commission in connection with any such offering unless confidential treatment of such information has been requested of the SECoffering.

Further Obligations of the Company. Whenever Whenever, under the ----------- ---------------------------------- provisions of Sections 5.1, 5.2 or 5.3 of this Agreement, the Company is required hereunder to register any Registrable SecuritiesShares, it agrees that it shall also do the following: (a) furnish Use its best efforts to diligently prepare and file with the Commission a registration statement and such amendments, post-effective amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective as contemplated herein and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for the period necessary to complete the proposed public offering as provided herein; (b) Furnish to each selling Holder Investor or Founder (including for purposes of this Section 5.4 each Permitted Transferee) such copies of each preliminary and final prospectus and any such other documents that as such Holder Investor or Founder may reasonably request to facilitate the public offering of its Registrable SecuritiesShares; (bc) use Enter into any reasonable underwriting agreement required by the proposed underwriter for the selling Investors or Founders, if any (which underwriter shall be selected by the selling Investors in connection with any registration requested pursuant to Section 5.2); provided, however, that no Founder or Investor shall be required to make any representations or warranties other than with respect to its title to the Registrable Shares and any written information provided by it to the Company specifically for us in the Registration Statement, and if the underwriter requires that representations or warranties be made and that indemnification be provided, the Company shall make all such representations and warranties and provide all such indemnities, including, without limitation, in respect of the Company's business, operations and financial information and the disclosures relating thereto in the prospectus; (d) Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “blue "blue-sky” " laws of such jurisdictions as any selling Holder Investors or Founders may reasonably request; provided, however, provided that the Company shall not be obligated required to register or qualify the securities in any jurisdictions which require it to qualify to do business in any jurisdiction where it is not then so qualified or subject itself to take any action that would subject it to the general service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjecttherein; (ce) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Investor or Founder, at any time when a prospectus relating thereto to his Registrable Shares is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Investor or Founder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Shares, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (df) cause Cause all such Registrable Securities registered pursuant hereunder Shares to be listed on or included in each securities exchange or quotation system on which similar securities issued by the Company are then listed; (eg) provide Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make generally available to its stockholders, in each case as soon as practicable, but not later than 30 days after the close of the period covered thereby an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act; (h) Cooperate with each Investor and Founder and each underwriter participating in the disposition of Registrable Shares and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.; (i) During the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act; (j) Appoint a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and Shares covered by a CUSIP number for all such Registrable Securities, in each case Registration Statement not later than the effective date of such registrationRegistration Statement; (fk) in the event of any In connection with an underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with to the extent reasonably requested by the managing underwriter of such for the offering or the Investors or the Founders, participate in and support customary efforts to sell the securities in the offering. Each Holder , including, without limitation, participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities"road shows"; and (iil) “comfort” letters signed by Otherwise cooperate with the Company’s independent public accountants who have examined underwriter or underwriters, the Commission and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (other regulatory agencies and the prospectus included therein) take all actions and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel execute and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect be executed and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of delivered all documents filed and all correspondence from or necessary to effect the SEC in connection with registration of any such offering unless confidential treatment of such information has been requested of the SEC.Registrable Shares under this Article V,

Further Obligations of the Company. Whenever the Company is required hereunder to register any Registrable Securities, Securities or Founder Securities it agrees that it also shall also do the following: (a) furnish Pay all expenses of such registrations and offerings (exclusive of underwriting discounts and commissions) and the reasonable fees and expenses, not to exceed $60,000 per offering, of not more than one independent counsel for the Holders satisfactory to a majority in interest of the Holders with Registrable Securities included in such registration, voting as a single class. (b) Use its best efforts (with due regard to management of the ongoing business of the Company and the allocation of managerial resources) diligently to prepare and file with the SEC a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective for at least 90 days (6 months in the case of a Form S-3 registration statement under Section 9.3) or such earlier date on which the Holder or Holders have completed the distribution described in such registration statement, and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration for the period necessary to complete the proposed public offering; (c) Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities or Founder Securities, as the case may be; (bd) use Enter into any reasonable underwriting agreement required by the proposed underwriter for the selling Holders, if any, in such form and containing such terms as are customary; provided, however, that no Holder shall be required to make any representations or warranties other than with respect to its title to the Registrable Securities or Founder Securities, as the case may be, and if the underwriter requires that representations or warranties be made, the Company shall make all such representations and warranties relating to the Company; (e) Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “blue sky” blue-sky laws of such jurisdictions as any selling Holder may reasonably request; provided, however, provided that the Company shall not be obligated required to register or qualify the securities in any jurisdictions which require it to qualify to do business therein or in any jurisdiction where it is not then so qualified or which the Company would be required to take any action that would subject it consent generally to the service of process in suits other than those arising out of such jurisdiction unless the offer or sale of the securities covered by the registration statement in any jurisdiction where it Company is not then already so subject; (cf) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his Registrable Securities or Founder Securities, as the case may be, is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existing;purchasers of such Registrable Securities and Founder Securities, as the case may be, such prospectus shall not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading. (dg) cause Cause all such Registrable Securities registered pursuant hereunder and Founder Securities, as the case may be, to be listed on each securities exchange or quotation system on which similar securities issued by the Company are then listed;listed or quoted: (eh) provide a transfer agent Otherwise use its best efforts to comply with the applicable securities laws of the United States and registrar for other applicable jurisdictions and all Registrable Securities registered pursuant hereunder applicable rules and a CUSIP number for all such Registrable Securitiesregulations of the SEC and comparable governmental agencies in other applicable jurisdictions and make generally available to its Holders, in each case as soon as practicable, but not later than 45 days after the effective date close of such registrationthe period covered thereby, an earnings statement of the Company which shall satisfy the provisions of Section 11(a) of the Securities Act; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form Use best efforts to obtain and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon requestimmediately prior to the effectiveness of the registration statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Securities or Founder Securities sold pursuant thereto), a copy cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities and Founder Securities being sold may reasonably request; (j) Make available appropriate management personnel for participation in the preparation and drafting of such registration statement, for due diligence meetings and, to the extent that doing so does not interfere with the operations and management of the Company, for "road show" meetings, in each case as reasonably requested by the Holders or the lead managing underwriter; and (k) Otherwise cooperate with the underwriter or underwriters, the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents filed necessary to effect the registration of any Registrable Securities and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SECFounder Securities under this Section 9.

Further Obligations of the Company. Whenever under the preceding paragraphs of this Section 7 the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (ai) furnish Use its best efforts to diligently prepare and file with the Commission a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective and to comply with the provisions of the Act with respect to the sale of securities covered by said registration statement for the period necessary to complete the proposed public offering; (ii) Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its his Registrable Securities; (biii) use Enter into any reasonable underwriting agreement required by the proposed underwriter for the selling Holders, if any; (iv) Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “blue sky” blue-sky laws of such jurisdictions as any selling Holder may reasonably request; provided, however, provided that the Company shall not be obligated required to register or qualify the securities in any jurisdictions which require it to qualify to do business in any jurisdiction where it is not then so qualified or subject itself to take any action that would subject it to the general service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjecttherein; (cv) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (dvi) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on or included in each securities exchange or quotation system on which similar securities issued by the Company are then listed;. (evii) provide a transfer agent Otherwise use its best efforts to comply with all applicable rules and registrar for all Registrable Securities registered pursuant hereunder regulations of the Commission and a CUSIP number for all such Registrable Securitiesmake generally available to its security holders, in each case as soon as practicable, but not later than 30 days after the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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, close of the counsel representing period covered thereby an earnings statement of the Company for which will satisfy the purposes provisions of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to Section 11(a) of the underwriters, if any, and to the Holders requesting registration of Registrable SecuritiesSecurities Act; and (iiviii) “comfort” letters signed by the Company’s independent public accountants who have examined Obtain and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon requestimmediately prior to the effectiveness of the registration statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Securities sold pursuant thereto), a copy of all documents filed cold comfort letter from the Company' s independent public accountants in customary form and all correspondence from or to the SEC in connection with any covering such offering unless confidential treatment of such information has been requested matters of the SECtype customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request.

Further Obligations of the Company. Whenever under the preceding SECTIONS of this ARTICLE IV, the Company is required hereunder to register Registrable Securities, it agrees that it shall also do the following: (ai) furnish Furnish to each selling Holder holder such copies of each preliminary and final prospectus and any such other documents that such Holder as said holder may reasonably request to facilitate the public offering of its Registrable Securities; (bii) use Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement covered by said registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction jurisdictions where it is not then so qualified or to take any action that which would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (ciii) notify Furnish to each Holder of Registrable Securities covered by such registration statement at any time when selling holder a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offeringsigned counterpart, addressed to the underwritersselling holders and any underwriter, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “"comfort” " letters signed by the Company’s 's independent public accountants who have examined and reported on the Company’s 's financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “' "comfort” " letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s 's counsel and in accountants’ “' "comfort” " letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “"comfort” " letters to the underwriters in an underwritten public offering of securities; (hiv) permit Permit each selling Holder holder of Registrable Securities or his, her or its such holder's counsel or other representatives to inspect and copy such non-confidential corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; andthem; (iv) furnish Furnish to each selling Holder, upon request, holder of Registrable Securities a copy of all documents filed with and all correspondence from or to the SEC Commission in connection with any such offering unless confidential treatment of securities; (vi) Use its best efforts to insure the obtaining of all necessary approvals from the NASD or other applicable regulatory authority, if applicable; (vii) Use its best efforts to cause all Registrable Securities so registered pursuant hereto to be listed on any securities exchange or authorized for quotation in any automated quotation system on or in which outstanding shares of such information has been requested class are listed or authorized for quotation at the time such registration is declared effective by the Commission; (viii) Designate a transfer agent and registrar for the class or classes of shares which include such Registrable Securities and obtain a CUSIP number for such class or classes of shares, in each case not later than the date such registration is declared effective by the Commission; and (ix) Otherwise use its best efforts to comply with all applicable rules and regulations of the SECCommission, and make available to its security holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the registration statement covering the initial public offering, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. Whenever under the preceding SECTIONS of this ARTICLE IV the holders of Registrable Securities are registering such securities pursuant to any registration statement, each such holder agrees to timely provide to the Company, at its request, such information and materials as it may reasonably request in order to effect the registration of such Registrable Securities.

Further Obligations of the Company. Whenever the Company is required hereunder to register include any Registrable SecuritiesSecurities in a registration statement under the Securities Act and pursuant to “blue sky” laws, it agrees that it shall also do the following: (a) furnish Pay all fees and expenses relating to such registrations and offerings (exclusive of underwriting discounts and commissions), including all fees and expenses associated with filings with the National Association of Securities Dealers, Inc. (“NASD), and the reasonable fees and expenses of not more than one independent counsel for the Holders (chosen by a majority-in-interest of the Holders requesting registration of Registrable Securities) in connection with any registrations pursuant to Sections 2 or 3 hereof; (b) Use its best efforts to diligently prepare and file with the Commission a registration statement and such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the Holder or Holders have completed the distribution described in the registration statement relating thereto and to comply with the provisions of the Securities Act with respect to the sale of securities covered by such registration statement for such period; (c) Furnish to each selling Holder and underwriter such copies of each preliminary and final prospectus and any such other documents that as such Holder or underwriter may reasonably request to facilitate the public offering of its Registrable Securities; (bd) use Enter into any reasonable underwriting agreement required by the proposed underwriter, if any, in such form and containing such terms as are customary; provided, however, that no Holder shall be required to make any representations or warranties other than with respect to its title to the Registrable Securities and with respect to any written information provided by the Holder to the Company; (e) Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by such registration statement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder or underwriter may reasonably requestrequest and keep each such registration or qualification effective until the Holder or Holders have completed the distribution described in the registration statement relating thereto; provided, however, provided that the Company shall not for any such purpose be obligated required to qualify to do business as a foreign corporation in any jurisdiction where wherein it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectqualified; (cf) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his, her or its Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Holder, promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (dg) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Company are then listed; listed or quoted (eor if similar securities issued by the Company are not then listed or quoted, then on such exchange or quotation system as a majority-in-interest of the Holders requesting such registration shall determine) and provide a transfer agent and registrar for all such Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationregistration statement; (fh) in the event of Make available to each selling Holder, 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities disposition pursuant to this Section 2a registration statement, on and any attorney, accountant or other agent or representative retained by any such selling Holder or underwriter (each, an “Inspector”), all financial and other records, pertinent corporate documents and properties of the date that Company, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers to supply all information reasonably requested by any such Registrable Securities are delivered to the underwriters for sale Inspector in connection with a registration pursuant to this Section 2, 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 as shall be reasonably necessary to enable them to exercise their due diligence responsibility; provided, however, that such securities becomes effective:Inspector shall agree in writing to hold in confidence and trust all information so provided and to use such information only to satisfy such due diligence responsibility and no other. (i) an opinionPermit any Holder, dated such datewho, in its sole and exclusive judgment exercised in good faith, believes that it might be deemed to be a Controlling Person (as defined in Section 5) of the counsel representing Company, to participate in good faith and at its own expense in the preparation of such registration or comparable statement and to request the insertion therein of material furnished to the Company for in writing, which request shall not be denied by the purposes Company without good reason; provided, however, that preparation of such registrationthe registration or comparable statement shall be under the Company’s control and at the Company’s direction, and the Company shall retain authority to determine the content of the registration or comparable statement. (j) Otherwise use its best reasonable efforts to comply with the securities laws of the United States and other applicable jurisdictions and all applicable rules and regulations of the Commission and comparable governmental agencies in other applicable jurisdictions and make generally available to the Holders, in form and substance each case as is customarily given to underwriters in soon as practicable, but not later than forty-five (45) days after the end of the twelve (12) month period beginning at the end of the fiscal quarter of the Company during which the effective date of the registration statement occurs (or ninety (90) days if such twelve (12) month period coincides with the Company’s fiscal year), an earnings statement (which need not be audited) of the Company, covering such twelve (12) month period, which will satisfy the provisions of Section 11(a) of the Securities Act; (k) In the case of an underwritten public offering, furnish to a prospective selling Holder holding at least a majority of the Registrable Securities being sold in such offering, upon written request, a signed counterpart, addressed to the underwriterssuch prospective selling Holder, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by an opinion of counsel for the Company’s independent public accountants who have examined and reported on , dated the Company’s financial statements included in effective date of the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, and covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements), as are customarily covered in opinions of issuerthe Company’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities; (l) Otherwise cooperate with the underwriter or underwriters, but only if the Commission and to the extent that the Company is required to other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents necessary to effect the delivery registration of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securitiesany Registrable Securities hereunder; (hm) permit cooperate with the Holders and each selling Holder or his, her or its underwriter participating in the disposition of such Registrable Securities and their respective counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreementany filing required to be made with the NASD; and (in) furnish advise the holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its best efforts to each selling Holder, upon request, a copy prevent the issuance of all documents filed and all correspondence from any stop order or to obtain its withdrawal at the SEC in connection with any earliest possible moment if such offering unless confidential treatment of such information has been requested of the SECstop order should be issued.

Further Obligations of the Company. Whenever the Company is required hereunder to register Registrable Securities, it agrees that it shall also do the followingfollowing as expeditiously as reasonably possible: (a) furnish Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to ninety (90) days or, if earlier, until the Holders have completed the distribution related thereto; (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in Section 2.6(a) above; (c) Furnish to each selling Holder such copies of each preliminary and final prospectus and any other documents that such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (bd) use Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject, unless the Company is already subject to service in such jurisdiction and except as required by the Securities Act; (ce) notify Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and promptly prepare and file with the SEC such amendments and supplements to such prospectus and registration statement as may be required so that such prospectus and registration statement, as so amended and supplemented, will no longer include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make statements therein not misleading in the light of circumstances then existing; (df) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (eg) provide Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (fh) in 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (gi) furnishFurnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2selling Holder, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2Demand Registration, if such securities are being to be 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, addressed to the underwriters, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and; (iij) Obtain “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (hk) permit Permit each selling Holder or his, her or its his counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreementthem; and (il) furnish Furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SEC.

Further Obligations of the Company. Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Pay all expenses of such registrations and offerings in connection with any registrations pursuant to Section 2 hereof; provided, however, that the Company shall have no obligation to pay or otherwise bear any portion of the underwriters’ commissions or discounts attributable to the Registrable Securities being offered and sold by the Holders or the fees and expenses of any counsel for the selling Holders in connection with the registration of the Registrable Securities; (b) Use its best efforts to diligently prepare and file with the Commission a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective until the Holder or Holders have completed the distribution described in the registration statement relating thereto (but for no more than one hundred eighty (180) days or such lesser period until all such Registrable Securities are sold) and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for such period; provided, however, that (i) such 180-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company; and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such 180-day period shall be extended for up to an additional 120 days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold. (c) Furnish to each selling Holder such copies of each preliminary and final prospectus and any other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (bd) use Enter into and perform its obligations under any reasonable underwriting agreement required by the proposed underwriter, if any, in such form and containing such terms as are customary; (e) Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that request provided the Company shall not be obligated required to qualify to do business in any jurisdiction where it is not then so qualified or file a general consent to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectconnection therewith; (cf) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his, her or its Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event (other than an event relating to a Holder or a plan of distribution delivered by a Holder) as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, to the light extent required by the Securities Act, at the request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (dg) cause Cause upon or immediately after the effectiveness of a registration all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Common Stock of the Company are then listedlisted or quoted; (eh) provide Make available to each selling Holder, any underwriter participating in any disposition pursuant to a transfer registration statement, and any attorney, accountant or other agent or representative retained by any such selling Holder or underwriter, all financial and registrar for all Registrable Securities registered pursuant hereunder other records, pertinent corporate documents and a CUSIP number for all such Registrable Securitiesproperties of the Company, in each case not later than the effective date of such registrationas shall be reasonably necessary to enable them to exercise their due diligence responsibility, subject to appropriate confidentiality undertakings; (fi) in the event of any underwritten public offering, enter into and perform use its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that on which such Registrable Securities are delivered sold to the underwriters for sale in connection with a registration pursuant to this Section 2underwriter, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) a “comfort” letters signed by letter dated such date, from the independent certified public accountants of the Company’s , in form and substance as is customarily given by independent certified public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securitiesoffering, addressed to the underwriters, if any; (hj) permit Otherwise use its best efforts to comply with the securities laws of the United States and other applicable jurisdictions and all applicable rules and regulations of the Commission and comparable governmental agencies in other applicable jurisdictions and make generally available to its Holders, in each selling Holder case as soon as practicable, but not later than forty-five (45) days after the close of the period covered thereby or hisninety (90) days after the closing of the fiscal year, her as the case may be, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act; (k) Provide an institutional transfer agent and registrar and a CUSIP number for all Registrable Securities on or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreementbefore the effective date of the registration statement; and (il) furnish to each selling Make available for inspection by any Holder, upon request, a copy of all documents filed and all correspondence from or any underwriter participating in any disposition pursuant to the SEC registration statement, and any attorney, accountant, or other agent of any Holder or underwriter, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors and employees to supply all information requested by any Holder, underwriter, attorney, accountant, or agent in connection with the registration statement; provided that an appropriate confidentiality agreement is executed by any such offering unless confidential treatment of such information has been requested of the SECHolder, underwriter, attorney, accountant or other agent.

Further Obligations of the Company. Whenever pursuant to the terms of ---------------------------------- Sections 4.1 or 4.2 of this Agreement the Company is required hereunder to register any Registrable Securities, it agrees that it the Company shall also do the following: 4.3.1 Use commercially reasonable efforts to diligently prepare and file with the SEC a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for the lesser of: (ai) furnish one hundred eighty (180) days or (ii) the period necessary to each selling Holder complete the proposed offering of Registrable Securities; 4.3.2 Furnish to the Holders such number of copies of each preliminary and final prospectus and any such other documents that such as each Holder may reasonably request to facilitate the public offering of its the Holder's Registrable Securities; (b) use its best 4.3.3 Enter into any reasonable underwriting agreement containing customary terms required by the proposed underwriter; 4.3.4 Use commercially reasonable efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement covered by said registration statement under the applicable securities or “blue "blue-sky” " laws of such jurisdictions jurisdiction as any selling Holder the Holders may reasonably request; provided, however, that the Company shall not be obligated required to register or qualify -------- the securities in any jurisdiction which require it to qualify to do business in any jurisdiction where it is not then so qualified or business, subject itself to take any action that would subject it to the general service of process in suits other than those arising out of the offer therein or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectsubject itself to taxation therein; (c) 4.3.5 Immediately notify each Holder of Registrable Securities covered by such registration statement the Holders, at any time when a prospectus relating thereto to the Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of the circumstances then existingHolders, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (d) cause 4.3.6 Cause all such Registrable Securities registered pursuant hereunder to be quoted on the market or listed on each securities exchange exchange, as applicable, on which similar securities issued by the Company are then quoted or listed;; and (e) provide a transfer agent 4.3.7 Otherwise use commercially reasonable efforts to comply with all applicable rules and registrar for all Registrable Securities registered pursuant hereunder regulations of the SEC and a CUSIP number for all such Registrable Securitiesmake generally available to its security holders, in each case as soon as practicable, but not later than forty-five (45) days after the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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, close of the counsel representing period covered thereby (ninety (90) days in case the period covered corresponds to a fiscal year of the Company), an earnings statement of the Company for which will satisfy the purposes provisions of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (iiSection 11(a) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SECSecurities Act.

Further Obligations of the Company. Whenever the Company is required hereunder to register include any Registrable SecuritiesSecurities in a registration statement under the Securities Act, it agrees that it shall also do the following:; (a) furnish Pay all expenses of such registrations and offerings (exclusive of underwriting discounts and commissions) and the reasonable fees and expenses of not more than one counsel for the Holders in connection with any registrations pursuant to Sections 2 or 3 hereof; PROVIDED, HOWEVER, that the Company shall not be required to pay for any expenses of any registration proceeding begun under Section 3(a) if the registration request is subsequently withdrawn at the request of the Holders (in which case all such participating Holders shall bear such expenses), unless the Holders agree to forfeit their right to one demand registration pursuant to Section 3(a); (b) Use its best efforts to diligently prepare and file with the Commission a registration statement and such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for one hundred eighty (180) days or, if earlier, until the Holder or Holders have completed the distribution described in the registration statement relating thereto and to comply with the provisions of the Securities Act with respect to the sale of securities covered by such registration statement for such period; (c) Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (bd) use Enter into any reasonable underwriting agreement required by the proposed underwriter, if any, in such form and containing such terms as are customary; PROVIDED, HOWEVER, that no Holder shall be required to make any representations or warranties other than with respect to its title to the Registrable Securities and with respect to any written information provided by the Holder to the Company; (e) Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by such registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder may reasonably request; provided, however, provided that the Company shall not for any such purpose be obligated required to qualify to do business as a foreign corporation in any jurisdiction where wherein it is not then so qualified or to take any action that would subject it execute a general consent to the service of process in suits other than those arising out of effecting such registration or qualification unless the offer or sale of the securities covered by the registration statement Company is already subject to service in any jurisdiction where it is not then so subjectsuch jurisdiction; (cf) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his, her or its Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain, any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (dg) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Company are then listedlisted or quoted (or if similar securities issued by the Company are not yet listed or quoted, then on such exchange or quotation system as the Company shall determine); (eh) provide Make available to each selling Holder, any underwriter participating in any disposition pursuant to a transfer registration statement, and any attorney, accountant or other agent or representative retained by any such selling Holder or underwriter (collectively, the "INSPECTORS"), all financial and registrar for other records, pertinent corporate documents and properties of the Company, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all Registrable Securities registered pursuant hereunder information requested by any such Inspector in connection with such registration statement; PROVIDED, HOWEVER, that such Inspector shall agree to hold in confidence and a CUSIP number for trust all such Registrable Securitiesinformation so provided; (i) Otherwise use its best efforts to comply with the securities laws of the United States and other applicable jurisdictions and all applicable rules and regulations of the Commission and comparable governmental agencies in other applicable jurisdictions and make generally available to its holders, in each case as soon as practicable, but not later than forty-five (45) days after the effective date close of such registrationthe period covered thereby, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act; (fj) in In the event case 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, furnish to each prospective selling Holder a signed counterpart, addressed to the underwritersprospective selling Holder, if anyof (A) an opinion of counsel for the Company, dated the effective date of the registration statement, and to the Holders requesting registration of Registrable Securities; and (iiB) “a "comfort” letters " letter signed by the Company’s independent public accountants who have examined and reported on certified the Company’s 's financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters' letter) with respect to events subsequent to the date of the financial statements, as are customarily covered (at the time of such registration) in opinions of issuer’s the Company's counsel and in accountants’ “comfort” ' letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (ik) Otherwise cooperate with the underwriter or underwriters, the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents necessary to effect the registration of any Registrable Securities hereunder. Each of the Holders and the Founder requesting registration hereunder shall furnish to each selling the Company information regarding such Holder or Founder, the number of Registrable Securities or Founder Registrable Securities held by such Holder or Founder and the intended method of disposition of such securities as shall be reasonably required under the Securities Act to effect the registration of such Holder, upon request, a copy of all 's Registrable Securities or Founder Registrable Securities and such Holder or Founder shall execute such documents filed and all correspondence from or to the SEC in connection with such registration as the Company may reasonably request; PROVIDED, HOWEVER, that no Holder shall be required to make any representations or warranties other than with respect to its title to the Registrable Securities and with respect to any written information provided by the Holder to the Company. In addition, any Holder who receives written notice from the Company regarding the Company's plans to file a registration statement shall treat such offering unless notice as confidential treatment of information and shall not disclose such information has been requested of the SECto any Person other than its Affiliates and professional advisors and as necessary to exercise its rights under this Agreement.

Further Obligations of the Company. Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Pay all expenses of such registrations and offerings (exclusive of underwriting discounts and commissions) and the reasonable fees and expenses, not to exceed $60,000 per offering, of not more than one independent counsel for the Holders satisfactory to a majority in interest of the Registrable Securities included in such registration, voting as a single class; (b) Use its best efforts (with due regard to management of the ongoing business of the Company and the allocation of managerial resources) diligently to prepare and file with the SEC a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective at least 90 days and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration for the period necessary to complete the proposed public offering; (c) Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (bd) use Enter into any reasonable underwriting agreement required by the proposed underwriter for the selling Holders, if any, in such form and containing such terms as are customary; PROVIDED, HOWEVER, that no Holder shall be required to make any representations or warranties other than with respect to its title to the Registrable Securities and any written information provided by the Holders to the Company, and if the underwriter requires that representations or warranties be made, the Company shall make all such representations and warranties relating to the Company; (e) Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “blue sky” blue-sky laws of such jurisdictions as any selling Holder may reasonably request; provided, however, provided that the Company shall not be obligated required to register or qualify the securities in any jurisdictions which require it to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjecttherein; (cf) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Holder, prepare a supplement or amendment to such prospect so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (dg) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver listed or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securitiesquoted; (h) permit Otherwise use its best efforts to comply with the securities laws of the United States and other applicable jurisdictions and all applicable rules and regulations of the SEC and comparable governmental agencies in other applicable jurisdictions and make generally available to its holders, in each selling Holder or hiscase as soon as practicable, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; andbut not later than 45 days after the close of the period covered thereby, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act; (i) Obtain and furnish to each selling Holder, upon requestimmediately prior to the effectiveness of the registration statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Securities sold pursuant thereto), a copy cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold may reasonably request; and (j) Otherwise cooperate with the underwriter or underwriters, the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents filed and all correspondence from or necessary to effect the SEC in connection with registration of any such offering unless confidential treatment of such information has been requested of the SECRegistrable Securities under this SECTION 3.

Further Obligations of the Company. Whenever the Company is required ---------------------------------- hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Pay all expenses of such registrations and offerings (exclusive of underwriting discounts and commissions) and the reasonable fees and expenses of not more than one independent counsel for the Holders or Piggy Back Holders, as the case may be, satisfactory to the Holders or Piggy Back Holders, as the case may be, in connection with any registrations pursuant to Section 6.2, up to two registrations on Form S-1 or Form S-3 in the aggregate, provided that the Investors shall pay all such expenses in connection with any other demand registrations; provided, however, that the Company shall not be required to pay -------- ------- more than $10,000 in fees and expenses of counsel to the Holders or Piggy Back Holders in connection with any single registration pursuant to this Section 6. (b) Use its reasonable best efforts (with due regard to management of the ongoing business of the Company and the allocation of managerial resources) diligently to prepare and file with the SEC a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective for at least 120 days or such earlier date as the distribution of the Securities covered thereby has been completed, and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for the period necessary to complete the proposed public offering; (c) Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (bd) use Enter into any reasonable underwriting agreement required by the proposed underwriter (which underwriter shall be selected by the selling Holders with the consent of the Company in connection with any registration requested pursuant to Section 6.2(b)), if any, in such form and containing such terms as are customary; (e) Use its reasonable best efforts (with due regard to management of the ongoing business of the Company and the allocation of managerial resources) to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder may reasonably request; provided, however, provided that the Company shall not be obligated required to register or qualify the securities in any jurisdictions which require it to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjecttherein; (cf) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (dg) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver listed or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securitiesquoted; (h) permit Otherwise use its best efforts to comply with the securities laws of the United States and other applicable jurisdictions and all applicable rules and regulations of the SEC and comparable governmental agencies in other applicable jurisdictions and make generally available to its holders, in each selling Holder or hiscase as soon as practicable, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; andbut not later than 45 days after the close of the period covered thereby, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act; (i) Use its reasonable efforts to obtain and furnish to each selling Holder, upon requestimmediately prior to the effectiveness of the registration statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Securities sold pursuant thereto), a copy cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the Holders of a majority of the Registrable Securities being sold may reasonably request; and (j) Otherwise cooperate with the underwriter or underwriters, the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents filed and all correspondence from or necessary to effect the SEC in connection with registration of any such offering unless confidential treatment of such information has been requested of the SECRegistrable Securities under this Section 6.

Further Obligations of the Company. Whenever under the preceding sections of this Agreement, the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Use its best efforts to diligently prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for the lesser of: (i) 180 days; or (ii) the period necessary to complete the proposed public offering; (b) Furnish to each selling Holder such number of copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its his Registrable Securities; (bc) use Enter into any reasonable underwriting agreement containing customary terms required by the proposed underwriter for the selling Holders, if any; (d) Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “blue "blue-sky” " laws of such jurisdictions as any selling Holder may reasonably request; provided, however, provided that the Company shall not be obligated required to register or qualify the securities in any jurisdictions which require it to qualify to do business in any jurisdiction where it is not then so qualified or subject itself to take any action that would subject it to the general service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjecttherein; (ce) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (df) cause Cause all such Registrable Securities registered pursuant hereunder to be quoted on the market or listed on each securities exchange exchange, as applicable, on which similar securities issued by the Company are then quoted or listed;; and (eg) provide a transfer agent Otherwise use its best efforts to comply with all applicable rules and registrar for all Registrable Securities registered pursuant hereunder regulations of the Commission and a CUSIP number for all such Registrable Securitiesmake generally available to its security holders, in each case as soon as practicable, but not later than 45 days after the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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, close of the counsel representing period covered thereby (90 days in case the period covered corresponds to a fiscal year of the Company), an earnings statement of the Company for which will satisfy the purposes provisions of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (iiSection 11(a) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SECSecurities Act.

Further Obligations of the Company. Whenever under the preceding Sections of this Article II, the Company is required hereunder to register Registrable Securities, Securities it agrees that it shall also do the following: (a) furnish Furnish to each selling Holder holder such number of copies of each preliminary and final prospectus and any such other documents that such Holder as said holder may reasonably request to facilitate the public offering of its Registrable Securities; (b) use Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement covered by said registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder holder may reasonably request, to the extent legally required and to do all acts and things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by such registration statement; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction jurisdictions where it is not then so qualified or to take any action that which would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject or subject the Company to any material tax in any such jurisdiction where it is not then so subject; (c) notify Furnish to each Holder selling holder a signed counterpart, addressed to the selling holders, of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under (i) an opinion of counsel for the Securities Act of the happening of any event as a result of which the prospectus included in such registration statementCompany, as then in effect, includes an untrue statement of a material fact or omits 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 then existing; (d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than dated the effective date of the registration statement, covering such registration; (f) in the event of any underwritten public offering, enter into matters as such selling holders and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into the disposition may reasonably request and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “"comfort” " letters signed by the Company’s 's independent public accountants who have examined and reported on the Company’s 's financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “' "comfort” " letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s 's counsel and in accountants’ “' "comfort” " letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (hd) permit Permit each selling Holder or hisholder of Registrable Securities, her or its counsel his counsel, any managing underwriter participating in any disposition pursuant to any registration statement or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; andthem; (ie) furnish Furnish to each selling Holder, upon request, holder of Registrable Securities a copy of all documents filed with and all correspondence from or to the SEC Commission in connection with any such offering unless confidential treatment of securities; (f) Use its best efforts to insure the obtaining of all necessary approvals from the National Association of Securities Dealers, Inc.; and (g) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months, but not more than 18 months, beginning with the first month after the effective date of the registration statement covering the Initial Public Offering, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. (h) Use its best efforts to cause all such Registrable Securities relating to any registration statement to be listed on each securities exchange or market, if any, on which similar securities issued by the Company are then listed; (i) Use its best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such information has been requested registration statement; (j) Enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the selling holders of at least a majority of the SEC.Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (k) Notify each selling holder of such Registrable Securities, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or

Further Obligations of the Company. Whenever under the preceding Sections of this Article IV the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Pay all expenses of such registrations and offerings (exclusive of underwriting discounts and commissions) and the reasonable fees and expenses of not more than one independent counsel for the Holders satisfactory to a majority-in-interest of the Holders (based upon holdings of Common Stock on an as-converted basis); (b) Use its best efforts (with due regard to the management of the ongoing business of the Company) diligently to prepare and file with the Commission a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for the lesser of (i) 180 days (or 120 days in the case of registration or Form S-3) or (ii) the period necessary to complete the proposed public offering; (c) Furnish to each selling Holder such number of copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its or his Registrable Securities; (bd) use Enter into any reasonable underwriting agreement required by the proposed underwriter for the selling Holders, if any, in such form and containing such terms as are customary and not inconsistent with the terms of this Agreement; PROVIDED, HOWEVER, that no Holder shall be required to make any representations or warranties other than with respect to its title to the Registrable Securities and any written information provided by the Holders to the Company, and if the underwriter requires that representations or warranties be made, the Company shall make all such representations and warranties relating to the Company; (e) Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “blue "blue-sky” " laws of such jurisdictions as any selling Holder Holders may reasonably request; provided, however, PROVIDED that the Company shall not be obligated required to register or qualify securities in any jurisdictions which require it to qualify to do business in any jurisdiction where it is not then so qualified or subject itself to take any action that would subject it to the general service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjecttherein; (cf) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to such Holder's Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (dg) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quoted in each quotation system on which similar securities issued by the Company are then listed; listed or quoted (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statementsCompany's initial public offering, such exchange or quotation system as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securitiesmay determine); (h) permit Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make generally available to its security holders, in each selling Holder or hiscase as soon as practicable, her or its counsel or other representatives but not later than 45 days after the close of the period covered thereby (90 days in case the period covered corresponds to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; andfiscal year of the Company), an earnings statement of the Company which will satisfy the provisions of Section 9(a) of the Securities Act; (i) Obtain and furnish to each selling Holder, upon requestimmediately prior to the effectiveness of the registration statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Securities sold pursuant thereto), a copy of all documents filed cold comfort letter from the Company's independent public accountants in the same form and all correspondence from covering the same matters as is typically delivered to underwriters and, in the event that an underwriter or to the SEC underwriters have been retained in connection with such registration, such cold comfort letter to be provided to the selling Holders shall be the same cold comfort letter delivered to such underwriter or underwriters; and (j) Otherwise cooperate with the underwriter or underwriters, the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents necessary to effect the registration of any such offering unless confidential treatment of such information has been requested of the SECRegistrable Securities under this Article IV.

Further Obligations of the Company. Whenever Whenever, under the provisions of Section 5.1 of this Agreement, the Company is required hereunder to register any Registrable SecuritiesInterests, it agrees that to the extent not otherwise already set forth in this Article V, it shall also do the following: (a) furnish Use its reasonable commercial best efforts to diligently prepare and file with the Commission, a registration statement and such amendments, post-effective amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective for such period, not exceeding 180 days, as may be necessary for any Mezzanine Investor participating in a registered offering to dispose of the Registrable Interests registered thereunder in the manner specified and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement; (b) Furnish to each selling Holder Mezzanine Investor such copies of each preliminary and final prospectus and any such other documents that as such Holder Mezzanine Investor may reasonably request to facilitate the public offering of its Registrable SecuritiesInterests; (bc) use Use its reasonable commercial best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “blue blue-sky” laws of such jurisdictions as any selling Holder Mezzanine Investors may reasonably request; provided, however, provided that the Company shall not be obligated required to register or qualify the securities in any jurisdictions which require it to qualify to do business business, subject itself to general taxation in any jurisdiction where it is not then so qualified or such jurisdiction, subject itself to take any action that would subject it to the general service of process therein or amend any provision of its organizational documents in suits other than those arising out of a manner that would be adverse to the offer Company or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectits members; (cd) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Mezzanine Investor at any time when a prospectus relating thereto to its Registrable Interests is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securitiesmisleading, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnishand, at the request of any Holder requesting registration of Registrable Securities pursuant such selling Mezzanine Investor, prepare and file with the Commission a supplement or amendment to this Section 2such prospectus so that, on the date that such Registrable Securities are as thereafter delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes purchasers of such registrationRegistrable Interests, in form and substance as is customarily given such prospectus will not contain any untrue statement of a material fact or omit to underwriters in an underwritten public offering, addressed state any material fact necessary to make the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securitiestherein not misleading; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SEC.

Further Obligations of the Company. Whenever Whenever, under the preceding Sections of this Article VI, the Company is required hereunder to register Registrable Securities, it agrees that it shall also do the following: (a) furnish Prepare and file with the SEC a registration statement with respect to such Registrable Securities in a form which will permit the disposition of all Registerable Securities in the manner contemplated by Holder, including a shelf registration statement and use its best efforts to cause such registration statement to become effective. (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities for such period of time provided in Section 6.03. (c) Furnish to each selling Holder and any underwriter of such Registrable Securities, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such copies of each preliminary and final prospectus in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and any other documents that as such Holder or underwriter may reasonably request to facilitate the public offering of its Registrable Securities; (bd) use Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement Article VI under the applicable securities or “blue sky” sky laws of such jurisdictions as any selling Holder or underwriter may reasonably request; provided, however, that and do any and all other acts and things which may be reasonably requested by such Holder or any underwriter to consummate the Company shall not be obligated to qualify to do business disposition in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out such jurisdictions of the offer or sale of the securities Registrable Securities covered by the such registration statement in any jurisdiction where it is not then so subjectstatement; (ce) notify Furnish and address to each selling Holder: (i) a signed counterpart of an opinion of counsel for the Company, dated the effective date of the registration statement; and (ii) a copy of any "comfort" letters signed by the Company's independent public accountants who have examined and reported on the Company's financial statements included in the registration statement, covering substantially the same matters as are customarily covered in opinions of issuer's counsel and in accountants' "comfort" letters delivered to the underwriters in underwritten public offerings of securities; (f) Permit each selling Holder or such Holder's counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them in connection with such registration; (g) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (h) Furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering; (i) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingexisting and at the request of such Holder prepare and furnish to such Holder as many copies of a supplement to or an amendment of such prospectus as such Holder reasonably requests so that, as thereafter delivered to the purchasers of such Registrable 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, in light of the circumstances under which they were made, not misleading; (dj) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed;. (ek) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) in In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, cooperate with the managing underwriter of such offering. Each Holder selling Holders, the underwriters participating in such underwriting shall also enter into the offering and perform its obligations under such an agreement; (g) furnish, at their counsel in any due diligence investigation reasonably requested by the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to selling Holders or the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if anytherewith, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statementparticipate, to the extent permitted reasonably requested by the standards of managing underwriter for the American Institute of Certified Public Accountants, covering substantially offering or the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon requestin efforts to sell the Registrable Securities under the offering (including, without limitation, participating in "roadshow" meetings with prospective investors) that would be customary for underwritten primary offerings of a copy comparable amount of all documents filed and all correspondence from or to equity securities by the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SECCompany.

Further Obligations of the Company. Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Pay all expenses of such registrations and offerings (exclusive of underwriting discounts and commissions) and the reasonable fees and expenses of not more than one independent counsel for the Holders satisfactory to the Holders; (b) Use its best efforts (with due regard to management of the ongoing business of the Company and the allocation of managerial resources) diligently to prepare and file with the SEC a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective for at least 120 days (or 60 days in the case of Form S-3) and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for the period necessary to complete the proposed public offering; (c) Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (bd) use Enter into any reasonable underwriting agreement required by the proposed underwriter (which underwriter shall be selected by the selling Investors in connection with any registration requested pursuant to Section 7.2(ii)), if any, in such form and containing such terms as are customary; provided, however, that no Holder shall be required to make any representations or warranties or provide any indemnity other than with respect to its title to the Registrable Securities and any written information provided by the Holder to the Company, and if the underwriter requires that any other representations or warranties be made and that indemnification with respect to such representations and warranties be provided, the Company shall make all such representations and warranties and provide all such indemnities, including, without limitation, in respect of the Company's business, operations and financial information and the disclosures relating thereto in the prospectus; (e) Use its best efforts (with due regard to management of the ongoing business of the Company and the allocation of managerial resources) to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder may reasonably request; provided, however, provided that the Company shall not be obligated required to register or qualify the securities in any jurisdictions which require it to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjecttherein; (cf) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (dg) Use its best efforts to cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver listed or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securitiesquoted; (h) permit Otherwise use its best efforts to comply with the securities laws of the United States and other applicable jurisdictions and all applicable rules and regulations of the SEC and comparable governmental agencies in other applicable jurisdictions and make generally available to its holders, in each selling Holder or hiscase as soon as practicable, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; andbut not later than 45 days after the close of the period covered thereby, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act; (i) Obtain and furnish to each selling Holder, upon requestimmediately prior to the effectiveness of the registration statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Securities sold pursuant thereto), a copy cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold may reasonably request; and (j) Otherwise cooperate with the underwriter or underwriters, the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents filed and all correspondence from or necessary to effect the SEC in connection with registration of any such offering unless confidential treatment of such information has been requested of the SECRegistrable Securities under this Section 7.

Further Obligations of the Company. Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (aA) furnish Pay all expenses of such registrations and offerings (exclusive of underwriting discounts and commissions and fees and expenses of counsel for the Holders) in connection with any registrations pursuant to Sections 2 or 3 hereof; (B) Use commercially reasonable efforts to diligently prepare and file with the Commission a registration statement and such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the Holder or Holders have completed the distribution described in the registration statement relating thereto (but for no more than 180 days) and to comply with the provisions of the Securities Act with respect to the sale of securities covered by such registration statement for such period; (C) Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (bD) use its best Enter into any reasonable underwriting agreement required by the proposed underwriter, if any, in such form and containing such terms as are customary; provided, however, that each Holder shall be required to make such representations or warranties as required by the managing underwriter; (E) Use commercially reasonable efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by such registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder may reasonably request; provided, howeverthat, that the Company shall not for any such purpose be obligated required to qualify to do business as a foreign corporation in any jurisdiction where wherein it is not then so qualified or to take any action that would subject it execute a general consent to the service of process in suits other than those arising out of effecting such registration or qualification unless the offer or sale of the securities covered by the registration statement Company is already subject to service in any jurisdiction where it is not then so subjectsuch jurisdiction; (cF) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his, her or its Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (dG) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Company are then listedlisted or quoted; (eH) provide Make available to each selling Holder, any underwriter participating in any disposition pursuant to a transfer registration statement, and any attorney, accountant or other agent or representative retained by any such selling Holder or underwriter (collectively, the "Inspectors"), all financial records and registrar for pertinent corporate documents, as shall be reasonably necessary to enable them to exercise their due diligence responsibility; (I) Otherwise use commercially reasonable efforts to comply with the securities laws of the United States and other applicable jurisdictions and all Registrable Securities registered pursuant hereunder applicable rules and a CUSIP number for all such Registrable Securitiesregulations of the Commission and comparable governmental agencies in other applicable jurisdictions and make generally available to its holders, in each case as soon as practicable, but not later than 45 days after the effective date close of such registrationthe period covered thereby, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act; (fJ) in Otherwise cooperate with the event underwriter or underwriters, the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents necessary to effect the registration 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;Registrable Securities hereunder; and (gK) Use commercially reasonable efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2sale, 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 as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SEC.

Further Obligations of the Company. Whenever under the preceding Sections of this Article V, the Company is required hereunder to register Registrable SecuritiesShares, it agrees that it shall also do the following: (a) furnish Furnish to each selling Holder holder such copies of each preliminary and final prospectus and any such other documents that such Holder as said holder may reasonably request to facilitate the public offering of its Registrable SecuritiesShares; (b) use Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement Shares covered by said registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction jurisdictions where it is not then so qualified or to take any action that which would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (c) notify Furnish to each Holder of Registrable Securities covered by such registration statement at any time when selling holder a prospectus relating thereto is required signed counterpart, addressed to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statementselling holders, as then in effect, includes an untrue statement of a material fact or omits 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 then existing;of (di) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by opinions of counsel for the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable SecuritiesCompany, in each case not later than dated the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 statement, and covering such securities becomes effective: (i) an opinion, dated matters as are required by the Securities Act and such date, of the counsel representing the Company for the purposes of such registration, in form and substance matters as is customarily given to underwriters in an underwritten public offering, addressed to may reasonably be requested by the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” " letters signed by the Company’s 's independent public accountants who have examined and reported on the Company’s 's financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (hd) permit Permit each selling Holder holder of Registrable Shares who holds not less than 5% of the Registrable Shares or his, her or its his counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection them, after reasonable advance notice and without undue interference with this Agreementthe operation of the Company's business; (f) Use its best efforts to insure the obtaining of all necessary approvals from the National Association of Securities Dealers, Inc; and (g) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the registration statement covering the Initial Public Offering, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. Whenever under the preceding Sections of this Article V the holders of Registrable Shares are registering such shares pursuant to any registration statement, each such holder agrees to (i) furnish timely provide to each selling Holderthe Company, upon at its request, a copy such information and materials as it may reasonably request in order to effect the registration of such Registrable Shares, (ii) convert all documents filed and all correspondence from or shares of Preferred Stock included in any registration statement to shares of Common Stock, such conversion to be effective at the SEC in connection with any closing of such offering unless confidential treatment of pursuant to such information has been requested of registration statement, and (iii) if the SECoffering is underwritten, execute an underwriting agreement containing customary conditions.

Further Obligations of the Company. Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Pay all expenses of such registrations and offerings (exclusive of underwriting discounts and commissions) and the reasonable fees and expenses of not more than one independent counsel for the holders of Registrable Securities participating in such registration as a group (selected by a majority in interest of the holders of Registrable Securities who participate in the registration) in connection with any registrations hereunder; (b) Use its reasonable best efforts diligently to prepare and file with the Commission a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective until the holder or holders have completed the distribution described in the registration statement relating thereto and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for such period; (c) Furnish to each selling Holder holder such copies of each preliminary and final prospectus and any such other documents that as such Holder holder may reasonably request to facilitate the public offering sale or other disposition of its Registrable Securities; (bd) use Enter into any reasonable underwriting agreement required by the proposed underwriter, if any, in such form and containing such terms as are customary; provided, however, that no holder of the Registrable Securities shall be required to make any representations or warranties other than with respect to its title to the Registrable Securities and with respect to any written information provided by such holder to the Company, and if the underwriter requires that representations or warranties be made and that indemnification be provided, the Company shall make all such representations and warranties and provide all such indemnities, including, without limitation, in respect of the Company's business, operations and financial information and the disclosures relating thereto in the prospectus; (e) Use its reasonable best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder holder may reasonably request; provided, however, that the Company shall not be obligated required to register or qualify the securities in any jurisdictions in which such registration or qualification would require it to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjecttherein; (cf) Immediately notify each Holder of Registrable Securities covered by such registration statement selling holder, at any time when a prospectus relating thereto to his, her or its Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (dg) Use reasonable efforts to cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver listed or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securitiesquoted; (h) permit Otherwise use its reasonable best efforts to comply with the securities laws of the United States and other applicable jurisdictions and all applicable rules and regulations of the Commission and comparable governmental agencies in other applicable jurisdictions and make generally available to its holders, in each selling Holder or hiscase as soon as practicable, her or its counsel or other representatives to inspect but not later than 30 days after the close of the period covered thereby, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; andRule 158 thereunder; (i) If the offering is underwritten, obtain and furnish to each selling Holder, upon requestimmediately prior to the effectiveness of the registration statement and, at the time of delivery of any Registrable Securities sold pursuant thereto, a copy cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters; and (j) Otherwise cooperate with the selling holders, the underwriter or underwriters, the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents filed and all correspondence from or necessary to effect the SEC in connection with registration of any such offering unless confidential treatment of such information has been requested of the SECRegistrable Securities hereunder.

Further Obligations of the Company. Whenever the Company is required hereunder to register Registrable SecuritiesSecurities under this Agreement, it agrees that it shall also use its best efforts to do the followingfollowing as expeditiously as commercially reasonable: (a) furnish prepare and file with the Commission a registration statement on Form S-3 (or other applicable form, as determined by the Company) with respect to each selling Holder such copies Registrable Securities and use commercially reasonable efforts to cause such registration statement to become and remain effective for a period of each preliminary and final prospectus and any other documents time required for the disposition of such Registrable Securities by the Stockholders thereof; provided, however, that such Holder period shall not be longer than (i) the third anniversary of the Closing Date of the Merger in the case of the Closing Shares or (ii) the third anniversary of the respective issuance dates of the Phase IIb Milestone Shares and the NDA Milestone Shares, or, if less, the date on which the Registrable Securities may reasonably request to facilitate be sold under Rule 144(k) or any successor provision promulgated under the public offering of Securities Act having substantially similar effect, unless the Company otherwise agrees in its Registrable Securitiessole discretion; (b) use its best efforts prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the applicable time period set forth in Section 3(a) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement; (c) furnish to each Stockholder offering Registrable Securities under such registration statement such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such Stockholder may reasonably request; (d) register or qualify the Registrable Securities to be registered pursuant to this Agreement covered by such registration statement under the applicable securities or “blue sky” sky laws of such jurisdictions within the United States as any selling Holder may each Stockholder shall reasonably requestrequest unless an available exemption to such registration or qualification requirements is then available; provided, however, provided that the Company shall not be obligated to register or qualify to do business such Registrable Securities in any jurisdiction in which such registration or qualification would require the Company to qualify as a foreign corporation or file any general consent to service of process where it is not then so qualified or otherwise required to take any action that would subject it to the service of process in suits other than those arising out of the offer be qualified or sale of the securities covered by the registration statement in any jurisdiction where it is has not then theretofore so subjectconsented; (ce) notify each Holder timely file with the Commission such information as the Commission may prescribe under Sections 13 or 15(d) of Registrable the Securities covered by such registration statement at any time when a prospectus relating thereto is required Exchange Act of 1934, as amended, and otherwise use commercially reasonable efforts to be delivered ensure that the public information requirements of Rule 144 under the Securities Act are satisfied with respect to the Company; and (f) notify the Representatives promptly in writing (A) of any comments by the Commission with respect to such registration statement or prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) of the happening issuance by the Commission of any stop order suspending the effectiveness of a registration statement registering the Registrable Securities or their resale which is known to the Company or the initiation of any proceedings for that purpose which are known to the Company and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes; (g) As promptly as practicable after becoming aware of such event, notify each Stockholder of the occurrence of any event of which the Company has knowledge, as a result of which the prospectus included in such the registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in the light of the circumstances then existing;under which they were made, not misleading, and to use its best efforts to promptly prepare a supplement or amendment to the registration statement or other appropriate filing with the Commission to correct such untrue statement of omission, and to deliver a number of copies of such supplement or amendment to each Stockholder as such Stockholder may reasonably request; and (dh) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by If the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnishoffering is underwritten, at the request of any Holder requesting registration of Registrable Securities pursuant a Stockholder, to this Section 2, furnish on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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: registration: (i) an opinion, opinion dated such date, date of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, underwriters and to any Stockholder selling Registrable Securities in connection with such underwriting, stating that such registration statement has become effective under the Holders requesting Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act and (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of Registrable Securities; and the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial data contained therein) and (ii) “comfort” letters signed by a letter dated such date from the Company’s independent public accountants who have examined addressed to the underwriters and reported on to such Stockholders, stating that they are independent public accountants within the Company’s meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statementstatement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect period ending no more than five (5) Business Days prior to the registration statement (and the prospectus included therein) and (in the case date of the accountants’ “comfort” letterssuch letter) with respect to events subsequent to the date of the financial statements, such registration as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the such underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SEC.

Further Obligations of the Company. Whenever under the preceding Sections of this Section 9, the Company is required hereunder to register an offering of Registrable SecuritiesShares, it agrees that it shall also do the following: (a) furnish Furnish to each selling Holder holder such copies of each preliminary and final prospectus and any such other documents that such Holder as said holder may reasonably request to facilitate the public offering of its Registrable SecuritiesShares; (b) use Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement Shares covered by said registration statement under the applicable securities or “blue sky” Blue Sky laws of such jurisdictions as any selling Holder holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction jurisdictions where it is not then so qualified or to take any action that which would subject it to local taxation or the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectsubject or to conform the composition of its assets at the time to the securities or "Blue Sky" laws of any jurisdiction; (c) notify Furnish to each Holder of Registrable Securities covered by such registration statement at any time when selling holder a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statementsigned counterpart, as then in effect, includes an untrue statement of a material fact or omits 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 then existing; (d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered addressed to the underwriters for sale in connection with a registration pursuant to this Section 2selling holders, 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:of (i) an opinionopinion of counsel for the Company, dated such date, the effective date of the counsel representing the Company for the purposes of such registrationregistration statement, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” " letters signed by the Company’s 's independent public accountants who have examined and reported on the Company’s 's financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “' "comfort” " letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s 's counsel and in accountants’ “' "comfort” " letters delivered to the underwriters in underwritten public offerings of securities, but the Company shall be obligated hereunder only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “"comfort” " letters to the underwriters in an underwritten public offering of securities; (hd) permit Permit each selling Holder holder of Registrable Shares or his, her or its his counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection after reasonable advance notice and without undue interference with this Agreement; andthe operation of the Company's business; (ie) furnish Furnish to each selling Holder, upon request, holder of Registrable Shares a copy of all documents filed with and all correspondence from or to the SEC Commission in connection with any such offering unless confidential treatment of securities; (f) Use its best efforts to ensure the obtaining of all necessary approvals from the National Association of Securities Dealers, Inc. (the "NASD"); and (g) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission. Whenever under the preceding Sections of this Section 9 the holders of Registrable Shares are registering such shares pursuant to any registration statement, each such holder agrees to (i) timely provide to the Company, at its request, such written information and materials as it may reasonably request in order to effect the registration of such information has been requested Registrable Shares and (ii) convert Preferred Stock to be included in any registration statement for shares of Common Stock, such conversion to be effective at the SECclosing of such offering pursuant to such registration statement.

Further Obligations of the Company. Whenever the Company 13.1 Other than as is required hereunder or contemplated by this Agreement, the Shareholders hereto undertake that in order to register Registrable Securities, it agrees protect the investment of all the Shareholders they will procure (to the extent that it shall also do the followingthey legally can) that: (a) furnish the Company shall keep all the Shareholders informed of matters which it is reasonable for it to each selling Holder such copies of each preliminary and final prospectus and any other documents that such Holder may reasonably request bring to facilitate their attention relating to the public offering progress of its Registrable Securitiesbusiness by furnishing to the Shareholders, to such extent and in such form and detail as DH may from time to time reasonably require, particulars of any matters concerned with and arising out of the activities of the Company and every other Group member; (b) use its best efforts to register the Shareholders are provided with all audited and unaudited financial statements (including annual and quarterly or qualify the Registrable Securities to be registered pursuant to this Agreement under the applicable securities or “blue sky” laws interim) of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectand each Group Member, including consolidated financial statements; (c) notify audited financial statements for the Company and each Holder Group Member (to the extent each produce the same, failing which unaudited financial statements) and audited consolidated financial statements for the Company, in each case complying with the applicable legal requirements and accounting standards, principles and practices of Registrable Securities covered such company’s country of incorporation, shall be prepared and reported on by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act auditors of the happening of any event as a result of which Company within 90 days from the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light end of the circumstances then existingfinancial year in question and delivered promptly thereafter to the Shareholders; (d) cause all the audited (or in the case of such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by jurisdictions where audit does not occur) unaudited and the consolidated financial statements of the Company are then listedand each Group Member for each financial year shall be prepared applying accounting policies consistent with those previously used in the preparation of the financial statements of the Target Group (being those companies listed in Schedule 4); (e) provide a transfer agent the auditors of the Company from time to time shall, at the expense of the Company, certify the profits of the Company as disclosed in the audited financial statements which are available for distribution for each financial year at the same time as they sign their report on the audited consolidated financial statements of the Company and registrar its subsidiaries for all Registrable Securities registered pursuant that financial year and shall generally prepare such certificates and calculations as may be required by the Charter or by this Agreement from time to time and the auditors shall be given such assistance and information by the Managers, the Company and each of its subsidiaries as they may reasonably require in connection with the performance of any duties imposed upon them hereunder and a CUSIP number for all such Registrable Securities, in each case not later than or by the effective date of such registrationCharter; (f) the Chief Executive Officer of Tumi shall no later than the beginning of the last month preceding the commencement of each financial year of the Company, submit to DH consolidated revenue and capital budgets for the forthcoming financial year for the Group broken down according to the principal divisions of the Group showing proposed trading and cash flow figures, and all material proposed acquisitions, disposals and other commitments for such financial year, such budget to be broken down into three-monthly statements (or statements for such lesser period as DH may stipulate) and to be in the event of such form and to contain such other information as DH may reasonably require. Such budgets shall not be implemented until approved by DH. 13.2 It is hereby agreed that DH shall be entitled, at any underwritten public offeringtime, enter into to communicate to any Investor any and perform all information or documents provided to it pursuant to Sections 13.1 or 14.1, subject to its obligations of confidentiality under an underwriting agreementthis Agreement or applicable law. 13.3 It is hereby agreed that, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; order to permit each ERISA Partnership to be treated as a “venture capital operating company” (g“VCOC”) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), each ERISA Partnership will obtain certain management rights in companies in which it invests in a manner and to an extent that will permit such registrationERISA Partnership to qualify as a VCOC. Accordingly, in form and substance as it is customarily given agreed by the Company that: (a) each ERISA Partnership shall have the right to underwriters in an underwritten public offering, addressed receive upon reasonable written request to the underwriters, if any, Company copies of all that information to be supplied pursuant to Section 13.1 above and to the Holders requesting registration of Registrable Securitiessuch additional information as it may at any time reasonably request; and (iib) “comfort” letters signed by each ERISA Partnership shall have the Company’s independent public accountants who have examined right to meet with such management and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards personnel of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested designated by them it, upon reasonable notice to the Company, for a bona fide the purpose in connection of consulting with this Agreementand advising and influencing management, obtaining information regarding the business and prospects of the Company or expressing the views of ERISA Partnership on such matters; and (ic) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or the ERISA Partnerships shall have the right by notice to the SEC Company to require the appointment of an ERISA Director and may require removal from office of any person so appointed and may require the appointment of another person in connection with any his place. Any such offering unless confidential treatment appointment or removal shall be made by giving written notice to the Company. The Company shall procure that the appointment or removal is effected forthwith following receipt of such information has been requested of the SECnotice.

Further Obligations of the Company. Whenever the Company is required hereunder to register Registrable SecuritiesShares, it agrees that it shall also do the following: (a) furnish Furnish to each selling Holder such copies of each preliminary and final prospectus and any other documents that such Holder may reasonably request to facilitate the public offering of its Registrable SecuritiesShares; (b) use Use its best efforts to register or qualify the Registrable Securities Shares to be registered pursuant to this Agreement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (c) notify Notify each Holder of Registrable Securities Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (d) cause Cause all such Registrable Securities Shares registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listedlisted if such listing is then permitted under the rules of the exchange; (e) provide Provide a transfer agent and registrar for all Registrable Securities Shares registered pursuant hereunder and a CUSIP number for all such Registrable SecuritiesShares, in each case not later than the effective date of such registration; (f) in 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnishFurnish, at the request of any Holder requesting registration of Registrable Securities Shares pursuant to this Section 2, on the date that such Registrable Securities Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable SecuritiesShares; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” comfort letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” comfort letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” comfort letters to the underwriters in an underwritten public offering of securities; (h) permit Permit each selling Holder or his, her or its his counsel or other representatives upon the receipt of commercially reasonable confidentiality agreements, to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreementthem; and (i) furnish Furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC Securities and Exchange Commission in connection with any such offering unless confidential treatment of such information has been requested of the SECSecurities and Exchange Commission.

Further Obligations of the Company. Whenever the Company is required hereunder to register Registrable SecuritiesShares, it agrees that it shall also do the following: (a) furnish Furnish to each selling Holder such copies of each preliminary and final prospectus and any other documents that such Holder may reasonably request to facilitate the public offering of its Registrable SecuritiesShares; (b) use Use its best efforts to register or qualify the Registrable Securities Shares to be registered pursuant to this Agreement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably requestrequest and keep such registration or qualification effective during the period set forth in Section 2.2(a) above; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (c) notify Notify each Holder of Registrable Securities Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (d) cause Cause all such Registrable Securities Shares registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide Provide a transfer agent and registrar for all Registrable Securities Shares registered pursuant hereunder and a CUSIP number for all such Registrable SecuritiesShares, in each case not later than the effective date of such registration; (f) in In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreementagreement and other customary agreements, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnishFurnish, at the request of any Holder requesting registration of Registrable Securities Shares pursuant to this Section 2, on the date that such Registrable Securities Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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) at the request of any Holder, to furnish on the effective date of the Registration Statement or, if the offering is underwritten, on the date that Registrable Shares are delivered to the underwriters for sale, an opinionopinion of counsel, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwritersunderwriters and to such Holder, if anystating that such registration statement has become effective under the Securities Act and that (i) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (ii) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial data contained therein), and to (iii) such other opinions as reasonably may be requested by counsel for the Holders requesting registration of Registrable Securities; andunderwriters or by such Holder or its counsel; (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or hisMake available for inspection by any seller of Registrable Shares, her or its counsel any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other representatives to inspect agent retained by any such seller or underwriter, all financial and copy such other records, pertinent corporate documents and records as may properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably be requested by them for a bona fide purpose any such seller, underwriter, attorney, accountant or agent in connection with this Agreement; andsuch registration statement; (i) furnish Furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC Securities and Exchange Commission in connection with any such offering unless confidential treatment of such information has been requested of the SECSecurities and Exchange Commission; (j) Keep such registration continuously effective for the period of time specified in Section 2.2(a) above; (k) promptly prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act, and to keep such registration statement effective for that period of time specified in Section 2.2(a) above; (l) use best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification of any of the Registrable Shares for sale in any jurisdiction, at the earliest possible moment; and (m) Take such other actions as shall be reasonably requested by any Holder.

Further Obligations of the Company. Whenever the Company is required hereunder to register Registrable SecuritiesShares, it agrees that it shall also do the following: (ai) furnish Furnish to each selling Holder such copies of each preliminary and final prospectus and any other documents that such Holder may reasonably request to facilitate the public offering of its Registrable SecuritiesShares; (bii) use Use its reasonable best efforts to register or qualify the Registrable Securities Shares to be registered pursuant to this Agreement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (ciii) notify Notify each Holder of Registrable Securities Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (div) Use its reasonable best efforts to cause all such Registrable Securities Shares registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (ev) provide Provide a transfer agent and registrar for all Registrable Securities Shares registered pursuant hereunder and a CUSIP number for all such Registrable SecuritiesShares, in each case not later than the effective date of such registration; (fvi) in 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (gvii) furnishFurnish, at the request of any Holder requesting registration of Registrable Securities Shares pursuant to this Section 2, on the date that such Registrable Securities Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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: (i1) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable SecuritiesShares; and (ii2) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (hviii) permit Permit each selling Holder or his, her or its his counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreementthem, subject to appropriate confidentiality restrictions; and (iix) furnish Furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC Securities and Exchange Commission in connection with any such offering unless confidential treatment of such information has been requested of the SECSecurities and Exchange Commission.

Further Obligations of the Company. Whenever the Company is required hereunder to register Registrable SecuritiesSecurities under this Agreement, it agrees that it shall also use its best efforts to do the followingfollowing as expeditiously as commercially reasonable: (a) furnish prepare and file with the Commission a registration statement on Form S-3 (or other applicable form, as determined by the Company) with respect to each selling Holder such copies Registrable Securities and use commercially reasonable efforts to cause such registration statement to become and remain effective for a period of each preliminary and final prospectus and any other documents time required for the disposition of such Registrable Securities by the Stockholders thereof; provided, however, that such Holder period shall not be longer than (i) the third anniversary of the Closing Date of the Merger in the case of the Closing Shares or (ii) the third anniversary of the respective issuance dates of the Milestone Shares, or, if less, the date on which the Registrable Securities may reasonably request to facilitate be sold under Rule 144(k) or any successor provision promulgated under the public offering of Securities Act having substantially similar effect, unless the Company otherwise agrees in its Registrable Securitiessole discretion; (b) use its best efforts prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the applicable time period set forth in Section 3(a) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement in accordance with the sellers' intended method of disposition set forth in such registration statement; (c) furnish to each Stockholder offering Registrable Securities under such registration statement such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such Stockholder may reasonably request; (d) register or qualify the Registrable Securities to be registered pursuant to this Agreement covered by such registration statement under the applicable securities or “blue sky” sky laws of such jurisdictions within the United States as any selling Holder may each Stockholder shall reasonably requestrequest unless an available exemption to such registration or qualification requirements is then available; provided, however, provided that the Company shall not be obligated to register or qualify to do business such Registrable Securities in any jurisdiction in which such registration or qualification would require the Company to qualify as a foreign corporation or file any general consent to service of process where it is not then so qualified or otherwise required to take any action that would subject it to the service of process in suits other than those arising out of the offer be qualified or sale of the securities covered by the registration statement in any jurisdiction where it is has not then theretofore so subjectconsented; (ce) notify each Holder timely file with the Commission such information as the Commission may prescribe under Sections 13 or 15(d) of Registrable the Securities covered by such registration statement at any time when a prospectus relating thereto is required Exchange Act of 1934, as amended, and otherwise use commercially reasonable efforts to be delivered ensure that the public information requirements of Rule 144 under the Securities Act are satisfied with respect to the Company; and (f) notify the Representatives promptly in writing (A) of any comments by the Commission with respect to such registration statement or prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) of the happening issuance by the Commission of any stop order suspending the effectiveness of a registration statement registering the Registrable Securities or their resale which is known to the Company or the initiation of any proceedings for that purpose which are known to the Company and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes; (g) As promptly as practicable after becoming aware of such event, notify each Stockholder of the occurrence of any event of which the Company has knowledge, as a result of which the prospectus included in such the registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in the light of the circumstances then existing;under which they were made, not misleading, and to use its best efforts to promptly prepare a supplement or amendment to the registration statement or other appropriate filing with the Commission to correct such untrue statement of omission, and to deliver a number of copies of such supplement or amendment to each Stockholder as such Stockholder may reasonably request; and (dh) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by If the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnishoffering is underwritten, at the request of any Holder requesting registration of Registrable Securities pursuant a Stockholder, to this Section 2, furnish on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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: registration: (i) an opinion, opinion dated such date, date of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, underwriters and to any Stockholder selling Registrable Securities in connection with such underwriting, stating that such registration statement has become effective under the Holders requesting Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act and (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of Registrable Securities; and the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial data contained therein) and (ii) “comfort” letters signed by a letter dated such date from the Company’s independent public accountants who have examined addressed to the underwriters and reported on to such Stockholders, stating that they are independent public accountants within the Company’s meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statementstatement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect period ending no more than five (5) Business Days prior to the registration statement (and the prospectus included therein) and (in the case date of the accountants’ “comfort” letterssuch letter) with respect to events subsequent to the date of the financial statements, such registration as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the such underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SEC.

Further Obligations of the Company. (a) Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (ai) furnish Prepare and file, and use commercially reasonable efforts to cause to become effective, with the Commission a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective until the Holder or Holders have completed the distribution described in the registration statement relating thereto (but for no more than 180 days or such lesser period until all such Registrable Securities are sold) and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for such period; (ii) Furnish to each selling Holder a draft copy of the registration statement and such copies of each preliminary and final prospectus and any other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (biii) use Enter into and perform its best obligations under any reasonable underwriting agreement required by the proposed underwriter, if any, in such form and containing such terms as are customary; (iv) Use its commercially reasonable efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “blue sky” laws of such " = "1" "" "" jurisdictions as any selling Holder may reasonably request; provided, however, that request provided the Company shall not be obligated required to qualify to do business in any jurisdiction where it is not then so qualified or file a general consent to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectconnection therewith; (cv) Cause upon or immediately after the effectiveness of a registration all such Registrable Securities to be listed on each securities exchange or quotation system on which the Common Stock of the Company is then listed or quoted; (vi) notify each Holder of Registrable Securities covered by such a registration statement statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of (A) the issuance of any stop order by the Commission in respect of such registration statement, or (B) 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;; and (d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (evii) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;. (fb) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant With a view to this Section 2, on the date that such Registrable Securities are delivered making available to the underwriters for sale in connection with a registration pursuant to this Section 2Holders the benefits of Rule 144, 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 effectiveCompany agrees to: (i) an opinionmake and keep public information available, dated such date, as those terms are understood and defined in Rule 144; (ii) file with the Commission in a timely manner all reports and other documents required of the counsel representing Company under the Company for Securities Act and the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwritersExchange Act, if any, and to the Holders requesting registration of Registrable Securities; and (iiiii) “comfort” letters signed furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (A) a written statement by the Company that it has complied with the information and reporting requirements of Rule 144(c) and (B) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company’s independent public accountants who have examined . (c) From and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to after the date of this Agreement, the financial statementsCompany shall not, as are customarily covered without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to include such securities in opinions any registration statement filed under Section 2 hereof, unless under the terms of issuer’s counsel and such agreement, such holder or prospective holder may include such securities in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but any such registration only if and to the extent that the Company is required to deliver or cause the delivery inclusion of such opinion or “comfort” letters to securities will not reduce the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested amount of the SEC.Registrable Securities of the Holders that are included. " = "1" "" ""

Further Obligations of the Company. Whenever the Company is required hereunder to register Registrable SecuritiesShares, it agrees that it shall also do the following: (a) furnish Furnish to each selling Holder such copies of each preliminary and final prospectus and any other documents that such Holder may reasonably request to facilitate the public offering of its Registrable SecuritiesShares; (b) use Use its best efforts to register or qualify the Registrable Securities Shares to be registered pursuant to this Agreement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably requestrequest and keep such registration or qualification effective during the period set forth in Section 2.6(j) below; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (c) notify Notify each Holder of Registrable Securities Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (d) cause Cause all such Registrable Securities Shares registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide Provide a transfer agent and registrar for all Registrable Securities Shares registered pursuant hereunder and a CUSIP number for all such Registrable SecuritiesShares, in each case not later than the effective date of such registration; (f) in In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreementagreement and other customary agreements, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnishFurnish, at the request of any Holder requesting registration of Registrable Securities Shares pursuant to this Section 2, on the date that such Registrable Securities Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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) at the request of any Holder, to furnish on the effective date of the Registration Statement or, if the offering is underwritten, on the date that Registrable Shares are delivered to the underwriters for sale, an opinionopinion of counsel, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwritersunderwriters and to such Holder, if anystating that such registration statement has become effective under the Securities Act and that (i) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (ii) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial data contained therein), and to (iii) such other opinions as reasonably may be requested by counsel for the Holders requesting registration of Registrable Securities; andunderwriters or by such Holder or its counsel; (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or hisMake available for inspection by any seller of Registrable Shares, her or its counsel any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other representatives to inspect agent retained by any such seller or underwriter, all financial and copy such other records, pertinent corporate documents and records as may properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably be requested by them for a bona fide purpose any such seller, underwriter, attorney, accountant or agent in connection with this Agreement; andsuch registration statement; (i) furnish Furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC Securities and Exchange Commission in connection with any such offering unless confidential treatment of such information has been requested of the SECSecurities and Exchange Commission; (j) Keep such registration continuously effective for such reasonable period necessary to permit the Holder or Holders to complete the distribution described in the registration statement relating thereto or 180 days, whichever first occurs; (k) promptly prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act, and to keep such registration statement effective for that period of time specified in Section 2.6(j) above; (l) use best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification of any of the Registrable Shares for sale in any jurisdiction, at the earliest possible moment; and (m) Take such other actions as shall be reasonably requested by any Holder.

Further Obligations of the Company. Whenever the Company is required hereunder under this Section 2 to register any Registrable Securities, it agrees that it shall also do the following: (a) except as provided in Section 2.1 hereof, use its best efforts (with due regard to the management of the ongoing business of the Company) to diligently prepare and file with the Commission a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective and to comply with the provisions of the Securities Act with respect to the sale of the securities covered by said registration statement for the lesser of: (i) 180 days or (ii) the period necessary to complete the proposed public offering; provided that the Company shall not be obligated to file, cause to become effective or maintain the effectiveness of any such registration statement if the Board determines in its reasonable good faith judgment that such filing or effectiveness would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar material transaction; (b) furnish to each selling Holder Blue Chip Investor such copies of each preliminary and final prospectus and any such other documents that as such Holder Blue Chip Investor may reasonably request to facilitate the public offering of its Registrable Securities; (bc) use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement covered by said registration statement under the applicable securities or “blue "blue- sky” " laws of such jurisdictions as any selling Holder Blue Chip Investors may reasonably request; provided, however, provided that the Company shall not be obligated required to register to qualify the Registrable Securities in any jurisdictions which require it to qualify to do business in any jurisdiction where it is not then so qualified or subject itself to take any action that would subject it to the general service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjecttherein; (cd) immediately notify each Holder of Registrable Securities covered by such registration statement selling Blue Chip Investor, at any time when a prospectus relating thereto to its Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Blue Chip Investor, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (de) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quoted in each quotation system on which similar securities issued by the Company are then listed;listed or quoted; and (ef) provide a transfer agent otherwise use its best efforts to comply with all applicable rules and registrar for all Registrable Securities registered pursuant hereunder regulations of the Commission and a CUSIP number for all such Registrable Securitiesmake generally available to each selling Blue Chip Investor, in each case as soon as practicable, but not later than 45 days after the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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, close of the counsel representing period covered thereby (or 90 days in case the period covered corresponds to a fiscal year of the Company), an earnings statement of the Company for which will satisfy the purposes provisions of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (iiSection 11(a) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SECSecurities Act.

Further Obligations of the Company. Whenever Without limiting the generality of the foregoing or of Section 7.10 hereof, whenever required under this Section 4 to effect the registration of the Shares, the Company is required hereunder to register Registrable Securitiesshall, it agrees that it shall also do the followingas expeditiously and as reasonably possible: (a) furnish Keep the Purchaser advised as to each selling Holder such copies the initiation of each preliminary registration, qualification and final prospectus compliance and any other documents that such Holder may reasonably request as to facilitate the public offering completion thereof and furnish the Purchaser with a copy of its Registrable Securities;each Registration Statement, or supplement or amendment thereto, filed with the SEC. (b) use its best efforts Promptly furnish to register or qualify the Registrable Securities Purchaser a draft Registration Statement, as applicable, and copies of all such documents proposed to be registered pursuant to this Agreement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject;filed therewith. (c) As promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act Purchaser in writing of the happening of any event as a result of which the prospectus included in such registration statementa Registration Statement, as then in effect, includes an untrue statement of a material fact or omits omission 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, and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Purchaser (or such other number of copies as the Purchaser may reasonably request). The Company shall also promptly notify the Purchaser in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to the Purchaser by facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate. (d) Notify the Purchaser within a reasonable time upon (i) the receipt by the Company of any notification with respect to the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose or (ii) the receipt by the Company of any notification with respect to the suspension of the qualification of the securities covered by such registration statement, for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes. (e) Use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a registration statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Purchaser of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose. (f) If requested by the Purchaser, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective amendment such information as the Purchaser agrees should be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement or the related prospectus if requested by the Purchaser. In the event of: (1) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information, (2) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (3) 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 or the initiation of any proceeding for such purpose, or (4) any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or any omission 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, then existing; the Company shall deliver a certificate in writing to the Purchaser (dthe “Suspension Notice”) cause all to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Securities registered pursuant hereunder covered by to be listed on each securities exchange on which similar securities issued the Registration Statement or Prospectus (a “Suspension”) until the Purchasers’ receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus may be used, and have received copies of any additional or supplemental filings that are then listed;incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. The Suspension and Suspension Notice described in this Section 4.4(f) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (eg) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) in 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 including, without limitation causing to be furnished to the Purchaser (i) a “cold comfort” letter of the Company’s independent accountants as of the effective date of the registration statement as to such matters as customarily are covered in accountant’s letters delivered to underwriters in underwritten public offerings and (ii) an opinion of counsel to the Company, as of the date of the closing of such underwritten public offering, in the form customarily provided by issuer’s counsel in underwritten public offerings of securities. Each Holder participating in such underwriting The Purchaser shall also enter into and perform its obligations under such an agreement;. (gh) furnishIn the event that Form S-3 is not available for sale of the Registrable Securities, at then the request Company (i) with the consent of any Holder requesting registration the Purchaser shall register the sale of the Shares on another appropriate form; and (ii) the Company shall undertake to register the Registrable Securities pursuant to this Section 2on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the date that such Registrable Securities are delivered to has been declared effective by the underwriters for sale in connection with a registration pursuant to this Section 2, 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:SEC. (i) an opinion, dated such date, The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SECregistration hereunder.

Further Obligations of the Company. Whenever Without limiting the generality of the foregoing or of Section 7.10 hereof, whenever required under this Section 4 to effect the registration of the Shares, the Company is required hereunder to register Registrable Securitiesshall, it agrees that it shall also do the followingas expeditiously and as reasonably possible: (a) furnish Keep the Purchaser advised as to each selling Holder such copies the initiation of each preliminary registration, qualification and final prospectus compliance and any other documents that such Holder may reasonably request as to facilitate the public offering completion thereof and furnish the Purchaser with a copy of its Registrable Securities;each Registration Statement, or supplement or amendment thereto, filed with the SEC. (b) use its best efforts Promptly furnish to register or qualify the Registrable Securities Purchaser a draft Registration Statement, as applicable, and copies of all such documents proposed to be registered pursuant to this Agreement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject;filed therewith. (c) As promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act Purchaser in writing of the happening of any event as a result of which the prospectus included in such registration statementa Registration Statement, as then in effect, includes an untrue statement of a material fact or omits omission 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, and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Purchaser (or such other number of copies as the Purchaser may reasonably request). The Company shall also promptly notify the Purchaser in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to the Purchaser by facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate. (d) Notify the Purchaser within a reasonable time upon (i) the receipt by the Company of any notification with respect to the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose or (ii) the receipt by the Company of any notification with respect to the suspension of the qualification of the securities covered by such registration statement, for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes. (e) Use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a registration statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Purchaser of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose. (f) If requested by the Purchaser, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective amendment such information as the Purchaser agrees should be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement or the related prospectus if requested by the Purchaser. In the event of: (1) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information, (2) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (3) 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 or the initiation of any proceeding for such purpose, or (4) any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or any omission 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, then existing; the Company shall deliver a certificate in writing to the Purchaser (dthe “Suspension Notice”) cause all to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, the Purchasers will discontinue disposition of Registrable Securities registered pursuant hereunder covered by to be listed on each securities exchange on which similar securities issued the Registration Statement or Prospectus (a “Suspension”) until the Purchasers’ receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Purchasers are advised in writing by the Company that the current Prospectus may be used, and have received copies of any additional or supplemental filings that are then listed;incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Purchasers. The Suspension and Suspension Notice described in this Section 4.3(f) shall be held in strictest confidence and shall not be disclosed by the Purchasers. (eg) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) in 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 including, without limitation causing to be furnished to the Purchaser (i) a “cold comfort” letter of the Company’s independent accountants as of the effective date of the registration statement as to such matters as customarily are covered in accountant’s letters delivered to underwriters in underwritten public offerings and (ii) an opinion of counsel to the Company, as of the date of the closing of such underwritten public offering, in the form customarily provided by issuer’s counsel in underwritten public offerings of securities. Each Holder participating in such underwriting The Purchaser shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities;. (h) permit each selling Holder or his, her or The Company shall otherwise use its counsel or other representatives best efforts to inspect comply with all applicable rules and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy regulations of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SECregistration hereunder.

Further Obligations of the Company. (a) Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (ai) furnish Prepare and file, and use commercially reasonable efforts to cause to become effective, with the Commission a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective until the Holder or Holders have completed the distribution described in the registration statement relating thereto (but for no more than 180 days or such lesser period until all such Registrable Securities are sold) and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for such period; (ii) Furnish to each selling Holder a draft copy of the registration statement and such copies of each preliminary and final prospectus and any other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (biii) use Enter into and perform its best obligations under any reasonable underwriting agreement required by the proposed underwriter, if any, in such form and containing such terms as are customary; (iv) Use its commercially reasonable efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that request provided the Company shall not be obligated required to qualify to do business in any jurisdiction where it is not then so qualified or file a general consent to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectconnection therewith; (cv) Cause upon or immediately after the effectiveness of a registration all such Registrable Securities to be listed on each securities exchange or quotation system on which the Common Stock of the Company is then listed or quoted; (vi) notify each Holder of Registrable Securities covered by such a registration statement statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of (A) the issuance of any stop order by the Commission in respect of such registration statement, or (B) 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;; and (d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (evii) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;. (fb) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant With a view to this Section 2, on the date that such Registrable Securities are delivered making available to the underwriters for sale in connection with a registration pursuant to this Section 2Holders the benefits of Rule 144, 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 effectiveCompany agrees to: (i) an opinionmake and keep public information available, dated such date, as those terms are understood and defined in Rule 144; (ii) file with the Commission in a timely manner all reports and other documents required of the counsel representing Company under the Company for Securities Act and the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwritersExchange Act, if any, and to the Holders requesting registration of Registrable Securities; and (iiiii) “comfort” letters signed furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (A) a written statement by the Company that it has complied with the information and reporting requirements of Rule 144(c) and (B) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company’s independent public accountants who have examined . (c) From and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to after the date of this Agreement, the financial statementsCompany shall not, as are customarily covered without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to include such securities in opinions any registration statement filed under Section 2 hereof, unless under the terms of issuer’s counsel and such agreement, such holder or prospective holder may include such securities in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but any such registration only if and to the extent that the Company is required to deliver or cause the delivery inclusion of such opinion or “comfort” letters to securities will not reduce the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested amount of the SECRegistrable Securities of the Holders that are included.

Further Obligations of the Company. Whenever under the preceding SECTIONS of this ARTICLE IV, the Company is required hereunder to register Registrable Securities, it agrees that it shall also do the following: (ai) furnish Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that such as said Holder may reasonably request to facilitate the public offering of its Registrable Securities; (bii) use Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement covered by said registration statement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction jurisdictions where it is not then so qualified or to take any action that which would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (ciii) notify Furnish to each selling Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offeringsigned counterpart, addressed to the underwritersselling Holders and any underwriter, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (hiv) permit Permit each selling Holder of Registrable Securities or his, her or its such Holder’s counsel or other representatives to inspect and copy such non-confidential corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; andthem; (iv) furnish Furnish to each selling Holder, upon request, Holder of Registrable Securities a copy of all documents filed with and all correspondence from or to the SEC Commission in connection with any such offering unless confidential treatment of securities; (vi) Use its best efforts to insure the obtaining of all necessary approvals from the NASD or other applicable regulatory authority, if applicable; (vii) Use its best efforts to cause all Registrable Securities so registered pursuant hereto to be listed on any securities exchange or authorized for quotation in any automated quotation system on or in which outstanding Units are listed or authorized for quotation at the time such registration is declared effective by the Commission; (viii) Designate a transfer agent and registrar for the class or classes, or series or series, of Units which include such Registrable Securities and obtain a CUSIP number for same, in each case not later than the date such registration is declared effective by the Commission; and (ix) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security Holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the registration statement covering the initial public offering, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. Whenever under the preceding SECTIONS of this ARTICLE IV the Holders of Registrable Securities are registering such securities pursuant to any registration statement, each such Holder agrees to timely provide to the Company, at its request, such information and materials as it may reasonably request in order to effect the registration of such information has been requested of the SECRegistrable Securities.

Further Obligations of the Company. Whenever pursuant to the terms of ---------------------------------- Sections 4.1 or 4.2 of this Agreement the Company is required hereunder to register any Registrable Securities, it agrees that it the Company shall also do the following: 4.3.1 Use commercially reasonable efforts to diligently prepare and file with the SEC a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for the lesser of: (ai) furnish one hundred eighty (180) days or (ii) the period necessary to each selling Holder complete the proposed offering of Registrable Securities; 4.3.2 Furnish to the Holders such number of copies of each preliminary and final prospectus (in each case not less than ten (10) prospectuses) and any such other documents that such as each Holder may reasonably request to facilitate the public offering of its the Holder's Registrable Securities; (b) use its best 4.3.3 Enter into any reasonable underwriting agreement containing customary terms required by the proposed underwriter; 4.3.4 Use commercially reasonable efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement covered by said registration statement under the applicable securities or “blue "blue-sky” " laws of such jurisdictions jurisdiction as any selling Holder the Holders may reasonably request; provided, however, that the Company shall not be obligated required to register or qualify -------- the securities in any jurisdiction which require it to qualify to do business in any jurisdiction where it is not then so qualified or business, subject itself to take any action that would subject it to the general service of process in suits other than those arising out of the offer therein or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectsubject itself to taxation therein; (c) 4.3.5 Immediately notify each Holder of Registrable Securities covered by such registration statement the Holders, at any time when a prospectus relating thereto to the Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of the circumstances then existingHolders, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (d) cause 4.3.6 Cause all such Registrable Securities registered pursuant hereunder to be quoted on the market or listed on each securities exchange exchange, as applicable, on which similar securities issued by the Company are then quoted or listed;; and (e) provide a transfer agent 4.3.7 Otherwise use commercially reasonable efforts to comply with all applicable rules and registrar for all Registrable Securities registered pursuant hereunder regulations of the SEC and a CUSIP number for all such Registrable Securitiesmake generally available to its security holders, in each case as soon as practicable, but not later than forty-five (45) days after the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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, close of the counsel representing period covered thereby (ninety (90) days in case the period covered corresponds to a fiscal year of the Company), an earnings statement of the Company for which will satisfy the purposes provisions of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (iiSection 11(a) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SECSecurities Act.

Further Obligations of the Company. Whenever the Company is required hereunder to register Registrable SecuritiesShares, it agrees that it shall also do the following: (a) furnish Prepare and file with the Commission on any appropriate form a registration statement with respect to each selling Holder such copies of each preliminary and final prospectus and any other documents that Registrable Shares and, subject to Section 2.2, use its best efforts to cause such Holder may reasonably request registration statement to facilitate the public offering of its Registrable Securitiesbecome effective; (b) use its Subject to Section 2.3, prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares and other securities covered by such registration statement until the earlier of (i) such time as all such Registrable Shares and other securities have been disposed of in accordance with the intended methods of disposition by the holder or holders thereof set forth in such registration statement, or (ii) in the case of a Resale Registration Statement, the second anniversary of the Closing Date. (c) Furnish to each selling holder of such Registrable Shares such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as such holder may reasonably request in order to facilitate the sale or disposition of such Registrable Shares; (d) Use best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement Shares covered by said registration statement under the applicable securities or “blue skyBlue Sky” laws of such jurisdictions as any selling Holder holder may reasonably requestrequest and do any and all other acts and things that may be necessary to enable such holder to consummate the disposition in such jurisdictions of its Registrable Shares covered by such registration statement; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction jurisdictions where it is not then so qualified or to take any action that which would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (c) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide Furnish to each selling holder a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securitiessigned counterpart, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered addressed to the underwriters for sale in connection with a registration pursuant to this Section 2selling holders, 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:of (i) an opinionopinion of counsel for the Company, dated such date, the effective date of the counsel representing registration statement and the Company for closing of the purposes sale of such registrationany securities thereunder, as well as a consent to be named in form and substance as is customarily given to underwriters in an underwritten public offeringthe registration statement or any prospectus thereto, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters as well as an audit opinion and consent to be named in the registration statement or any prospectus relating thereto signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (hf) permit Give the holders of Registrable Shares on whose behalf such Registrable Shares are to be so registered and their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each selling Holder prospectus included therein or hisfiled with the Commission, her and each amendment thereof or supplement thereto, and will give each of them such access to its counsel or other representatives books and records, and will give them the right to inspect and copy such corporate documents books and records records, and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued a report on its financial statements as may reasonably shall be requested by them for necessary, in the opinion of such holders and such underwriters or their respective counsel, to conduct a bona fide purpose in connection with this Agreement; andreasonable investigation within the meaning of the Securities Act; (ig) furnish Furnish to each selling Holder, upon request, holder of Registrable Shares a copy of all documents filed with and all correspondence from or to the SEC Commission in connection with any such offering unless confidential treatment of securities; (h) Use its best efforts to ensure the obtaining of all necessary approvals from the National Association of Securities Dealers, Inc. (the “NASD”); (i) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission; and (j) Immediately notify each holder of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of 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 then existing or if it is necessary to amend or supplement such prospectus to comply with law, and at the request of any such holder prepare and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such information has been requested prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Shares or 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 SECcircumstances then existing and shall otherwise comply in all material respects with law and so that such prospectus, as amended or supplemented, will comply with law. Whenever under this Section 2 the holders of Registrable Shares are registering such shares pursuant to any registration statement, each such holder agrees to timely provide to the Company, at its request, such information and materials as it may reasonably request in order to effect the registration of such Registrable Shares.

Further Obligations of the Company. (a) Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (ai) furnish Prepare and file, and use commercially reasonable efforts to cause to become effective, with the Commission a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective until the Holder or Holders have completed the distribution described in the registration statement relating thereto (but for no more than 180 days or such lesser period until all such Registrable Securities are sold) and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for such period; (ii) Furnish to each selling Holder a draft copy of the registration statement and such copies of each preliminary and final prospectus and any other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (biii) use Enter into and perform its best obligations under any reasonable underwriting agreement required by the proposed underwriter, if any, in such form and containing such terms as are customary; (iv) Use its commercially reasonable efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that request provided the Company shall not be obligated required to qualify to do business in any jurisdiction where it is not then so qualified or file a general consent to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectconnection therewith; (cv) Cause upon or immediately after the effectiveness of a registration all such Registrable Securities to be listed on each securities exchange or quotation system on which the Common Stock of the Company is then listed or quoted; (vi) notify each Holder of Registrable Securities covered by such a registration statement statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of (A) the issuance of any stop order by the Commission in respect of such registration statement, or (B) 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;; and (d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (evii) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;. (fb) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant With a view to this Section 2, on the date that such Registrable Securities are delivered making available to the underwriters for sale in connection with a registration pursuant to this Section 2Holders the benefits of Rule 144, 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 effectiveCompany agrees to: (i) an opinionmake and keep public information available, dated such dateas those terms are understood and defined in Rule 144, at all times after the effective date of the counsel representing Initial Public Offering; (ii) file with the Commission in a timely manner all reports and other documents required of the Company for under the purposes of such registration, in form Securities Act and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwritersExchange Act, if any, and to the Holders requesting registration of Registrable Securities; and (iiiii) “comfort” letters signed furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (A) a written statement by the Company that it has complied with the information and reporting requirements of Rule 144(c) and (B) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company’s independent public accountants who have examined . (c) From and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to after the date of this Agreement, the financial statementsCompany shall not, as are customarily covered without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to include such securities in opinions any registration statement filed under Section 2 hereof, unless under the terms of issuer’s counsel and such agreement, such holder or prospective holder may include such securities in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but any such registration only if and to the extent that the Company is required to deliver or cause the delivery inclusion of such opinion or “comfort” letters to securities will not reduce the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested amount of the SECRegistrable Securities of the Holders that are included.

Further Obligations of the Company. Whenever under the preceding Sections of this Article V, the Company is required hereunder to register Registrable SecuritiesShares, it agrees that it shall also do the following: (a) furnish Furnish to each selling Holder holder such copies of each preliminary and final prospectus and any such other documents that such Holder as said holder may reasonably request to facilitate the public offering of its Registrable SecuritiesShares; (b) use Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement Shares covered by said registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction jurisdictions where it is not then so qualified or to take any action that which would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (c) notify Furnish to each Holder selling holder a signed counterpart, addressed to the selling holders, of (i) opinions of Registrable Securities covered counsel for the Company, dated the effective date of the registration statement, and covering such matters as are required by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of and such matters as may reasonably be requested by the happening of any event as a result of which the prospectus included in such registration statementunderwriters, as then in effect, includes an untrue statement of a material fact or omits 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 then existing;and (d) cause all such Registrable Securities registered pursuant hereunder to be listed on Permit each securities exchange on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration selling holder of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, if such securities are being sold through underwriters, or, if such securities are Shares who holds 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, less than 5% of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver Shares or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its his counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection them, after reasonable advance notice and without undue interference with this Agreement; andthe operation of the Company's business; (ie) furnish Furnish to each selling Holder, upon request, holder of Registrable Shares a copy of all documents filed with and all correspondence from or to the SEC Commission in connection with any such offering unless confidential treatment of securities; (f) Cooperate with the underwriters with respect to all road shows and other marketing activities as may be reasonably requested by such underwriters; (g) Use its best efforts to insure the obtaining of all necessary approvals from the National Association of Securities Dealers, Inc; and (h) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the registration statement covering the Initial Public Offering, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. Whenever under the preceding Sections of this Article V the holders of Registrable Shares are registering such shares pursuant to any registration statement, each such holder agrees to (i) timely provide to the Company, at its request, such information and materials as it may reasonably request in order to effect the registration of such information has been requested Registrable Shares, (ii) convert all shares of Preferred Stock included in any registration statement to shares of Common Stock, such conversion to be effective at the SECclosing of such offering pursuant to such registration statement, and (iii) if the offering is underwritten, execute an underwriting agreement containing customary conditions.

Further Obligations of the Company. Whenever Whenever, under the provisions of Sections 5.1, 5.2 or 5.3 of this Agreement, the Company is required hereunder to register any Registrable SecuritiesShares, it agrees that it shall also do the following: (a) furnish Use its best efforts to diligently prepare and file with the Commission a registration statement and such amendments, post-effective amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective as contemplated herein and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for the period necessary to complete the proposed public offering as provided herein; (b) Furnish to each selling Holder Investor or Continuing Stockholder (including for purposes of this Section 5.4 each Permitted Transferee) such copies of each preliminary and final prospectus and any such other documents that as such Holder Investor or Continuing Stockholder may reasonably request to facilitate the public offering of its Registrable SecuritiesShares; (bc) Enter into any reasonable underwriting agreement required by the proposed underwriter for the selling Investors or Continuing Stockholders, if any (which underwriter shall be selected by the selling Investors in connection with any registration requested pursuant to Section 5.2); provided, however, that no Continuing Stockholder or Investor shall be required to make any representations or warranties or provide any indemnification other than with respect to its title to the Registrable Shares and any written information provided by it to the Company specifically for use in the Registration Statement, and if the underwriter requires that representations or warranties be made and that indemnification be provided, the Company shall make all such representations and warranties and provide all such indemnities, including, without limitation, in respect of the Company's business, operations and financial information and the disclosures relating thereto in the prospectus; (d) Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “blue "blue-sky” " laws of such jurisdictions as any selling Holder Investors or Continuing Stockholders may reasonably request; provided, however, provided that the Company shall not be obligated required to register or qualify the securities in any jurisdictions which require it to qualify to do business in any jurisdiction where it is not then so qualified or subject itself to take any action that would subject it to the general service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjecttherein; (ce) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Investor or Continuing Stockholder, at any time when a prospectus relating thereto to his Registrable Shares is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Investor or Continuing Stockholder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Shares, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (df) cause Cause all such Registrable Securities registered pursuant hereunder Shares to be listed on or included in each securities exchange or quotation system on which similar securities issued by the Company are then listed; (eg) provide Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make generally available to its stockholders, in each case as soon as practicable, but not later than 30 days after the close of the period covered thereby an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act; (h) Cooperate with each Investor and Continuing Stockholder and each underwriter participating in the disposition of Registrable Shares and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.; (i) During the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act; (j) Appoint a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and Shares covered by a CUSIP number for all such Registrable Securities, in each case Registration Statement not later than the effective date of such registrationRegistration Statement; (fk) in the event of any In connection with an underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with to the extent reasonably requested by the managing underwriter of such for the offering or the Investors or the Continuing Stockholders, participate in and support customary efforts to sell the securities in the offering. Each Holder , including, without limitation, participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities"road shows"; and (iil) “comfort” letters signed by Otherwise cooperate with the Company’s independent public accountants who have examined underwriter or underwriters, the Commission and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (other regulatory agencies and the prospectus included therein) take all actions and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel execute and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect be executed and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of delivered all documents filed and all correspondence from or necessary to effect the SEC in connection with registration of any such offering unless confidential treatment of such information has been requested of the SEC.Registrable Shares under this Article V.

Further Obligations of the Company. Whenever under the preceding Sections of this Article V, the Company is - 29 - 30 required hereunder to register Registrable SecuritiesShares, it agrees that it shall also do the following: (a) furnish Furnish to each selling Holder holder such copies of each preliminary and final prospectus and any such other documents that such Holder as said holder may reasonably request to facilitate the public offering of its Registrable SecuritiesShares; (b) use Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement Shares covered by said registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction jurisdictions where it is not then so qualified or to take any action that which would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (c) notify Furnish to each Holder of Registrable Securities covered by such registration statement at any time when selling holder a prospectus relating thereto is required signed counterpart, addressed to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statementselling holders, as then in effect, includes an untrue statement of a material fact or omits 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 then existing;of (di) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by opinions of counsel for the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable SecuritiesCompany, in each case not later than dated the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 statement, and covering such securities becomes effective: (i) an opinion, dated matters as are required by the Securities Act and such date, of the counsel representing the Company for the purposes of such registration, in form and substance matters as is customarily given to underwriters in an underwritten public offering, addressed to may reasonably be requested by the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” " letters signed by the Company’s 's independent public accountants who have examined and reported on the Company’s 's financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (hd) permit Permit each selling Holder holder of Registrable Shares who holds not less than 5% of the Registrable Shares or his, her or its his counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection them, after reasonable advance notice and without undue interference with this Agreement; andthe operation of the Company's business; (ie) furnish Furnish to each selling Holder, upon request, holder of Registrable Shares a copy of all documents filed with and all correspondence from or to the SEC Commission in connection with any such offering unless confidential treatment of securities; (f) Use its best efforts to insure the obtaining of all necessary approvals from the National Association of Securities Dealers, Inc; and (g) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the registration statement covering the Initial Public Offering, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. Whenever under the preceding Sections of this Article V the holders of Registrable Shares are registering such shares pursuant to any registration statement, each such holder agrees to (i) timely provide to the Company, at its request, such information and materials as it may reasonably request in order to effect the registration of such information has been requested Registrable Shares, (ii) convert all shares of Preferred Stock included in any registration statement to shares of Common Stock, such conversion to be effective at the SECclosing of such offering pursuant to such registration statement, and (iii) if the offering is underwritten, execute an underwriting agreement containing customary conditions.

Further Obligations of the Company. Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Pay all expenses of such registrations and offerings (exclusive of underwriting fees, commissions, discounts and allowances) and the reasonable fees and expenses of not more than one independent counsel for the Holders in connection with any registrations hereunder; (b) Use its reasonable best efforts diligently to prepare and file with the Commission a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective until the Holder or Holders have completed the distribution described in the registration statement relating thereto (but for no more than 180 days or such lesser period in which all Registrable Securities registered pursuant thereto are sold) and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for such period; (c) Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (bd) use Enter into any reasonable underwriting agreement required by the proposed underwriter, if any, in such form and containing such terms as are customary; provided, however, that no Holder shall be required to make any representations or warranties other than with respect to its title to the Registrable Securities and with respect to any written information provided by the Holder to the Company, and if the underwriter requires that representations or warranties be made and that indemnification be provided, the Company shall make all such representations and warranties and provide all such indemnities, including, without limitation, in respect of the Company’s business, operations and financial information and the disclosures relating thereto in the prospectus; (e) Use its reasonable best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated required to register or qualify the securities in any jurisdictions in which such registration or qualification would require it to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjecttherein; (cf) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his, her or its Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits any material fact necessary to state make the statements therein, in light of the circumstances under which they were made, not misleading, and, at the request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact required or omit to be stated therein or state any material fact necessary to make the statements therein not misleading misleading, in the light of the circumstances then existing; (dg) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver listed or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securitiesquoted; (h) permit Otherwise use its reasonable best efforts to comply with the securities laws of the United States and other applicable jurisdictions and all applicable rules and regulations of the Commission and comparable governmental agencies in other applicable jurisdictions and make generally available to its holders, in each selling Holder or hiscase as soon as practicable, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; andbut not later than forty-five (45) days after the close of the period covered thereby, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act; (i) If the offering is underwritten, obtain and furnish to each selling Holder, upon immediately prior to the effectiveness of the registration statement and, at the time of delivery of any Registrable Securities sold pursuant thereto, (i) a legal opinion from the Company’s outside counsel, and (ii) a cold comfort letter from the Company’s independent public accountants, in each case in customary form and covering such matters of the type customarily covered by such opinions or cold comfort letters as the Holders of a majority of the Registrable Securities being sold may reasonably request; and (j) Otherwise cooperate with the underwriter or underwriters, a copy of the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents filed and all correspondence from or necessary to effect the SEC in connection with registration of any such offering unless confidential treatment of such information has been requested of the SECRegistrable Securities hereunder.

Further Obligations of the Company. Whenever the Company is required hereunder to register Registrable SecuritiesShares, it agrees that it shall also do the following: (a) furnish Furnish to each selling Holder such copies of each preliminary and final prospectus and any other documents that such Holder may reasonably request to facilitate the public offering of its Registrable SecuritiesShares; (b) use Use its best efforts to register or qualify the Registrable Securities Shares to be registered pursuant to this Agreement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (c) notify Notify each Holder of Registrable Securities Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (d) cause Cause all such Registrable Securities Shares registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide Provide a transfer agent and registrar for all Registrable Securities Shares registered pursuant hereunder and a CUSIP number for all such Registrable SecuritiesShares, in each case not later than the effective date of such registration; (f) in 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnishFurnish, at the request of any Holder requesting registration of Registrable Securities Shares pursuant to this Section 2, on the date that such Registrable Securities Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable SecuritiesShares; and (ii) “comfort” " letters signed by the Company’s 's independent public accountants who have examined and reported on the Company’s 's financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “' "comfort” " letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s 's counsel and in accountants’ “' "comfort” " letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “"comfort” " letters to the underwriters in an underwritten public offering of securities; (h) permit Permit each selling Holder or his, his or her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreementthem; and (i) furnish Furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SEC.

Further Obligations of the Company. For purposes of Sections 3.5(a) and (b), the term "Registration Statement" specifically refers to the Registration Statement required by Section 3.1. For purposes of Sections 3.5(c) and (d), the term "Registration Statement" specifically refers to the Registration Statement required by Section 3.3. For all other subsections in this Section 3.5, the term "Registration Statement" refers to the Registration Statement required by either Sections 3.1 or 3.3, as the case may be. Whenever required under this Section 3 to effect the Company is required hereunder to register registration of any Registrable Securities, it agrees that it shall also do the followingCompany shall, as expeditiously and as reasonably possible: (a) furnish Use its reasonable efforts to each selling Holder such copies keep the Registration Statement effective at all times until the date the Holders no longer own any of each preliminary the Registrable Securities (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and final prospectus and prospectuses contained therein) shall not contain any other documents that such Holder may reasonably request untrue statement of a material fact or omit to facilitate state a material fact required to be stated therein or necessary to make the public offering statements therein, in light of its Registrable Securities;the circumstances in which they were made, not misleading. (b) Prepare and file with the Securities and Exchange Commission such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in the Registration Statement. (c) Prepare and file with the Securities and Exchange Commission a Registration Statement with respect to such Registrable Securities and use its best efforts to register or qualify cause such Registration Statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement effective for up to one hundred twenty (120) days or until the Holder or Holders have completed the distribution described in the Registration Statement, whichever first occurs. (d) Prepare and file with the Securities and Exchange Commission such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be registered pursuant necessary to this Agreement under comply with the applicable securities or “blue sky” laws provisions of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it Securities Act with respect to the service disposition of process in suits other than those arising out of the offer or sale of the all securities covered by the registration statement in any jurisdiction where it is not then so subject;such Registration Statement. (ce) The Company shall permit one or more counsel designated by the Investors to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than three (3) business days) prior to their filing with the Securities and Exchange Commission, and not file any document in a form to which such counsel reasonably objects. (f) Furnish to each Investor whose Registrable Securities are included in the Registration Statement and its legal counsel identified to the Company, (i) promptly after the same is prepared and publicly distributed, filed with the Securities and Exchange Commission, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, and all amendments and supplements thereto and such other documents, as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor. (g) As promptly as practicable after becoming aware thereof, notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in such registration statementthe Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing;under which they were made, not misleading, and use its best efforts promptly to prepare a supplement or amendment to the Registration Statement or other appropriate filing with the Securities and Exchange Commission to correct such untrue statement or omission, and deliver a number of copies of such supplement or amendment to each Investor as such Investor may reasonably request. (dh) cause As promptly as practicable after becoming aware thereof, notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Securities and Exchange Commission of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time. (i) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies the Investors of the existence of a Potential Material Event, the Investors shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until such Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that the Company may not so suspend the right to such holders of Registrable Securities for more than two thirty (30) day periods in the aggregate during any 12-month period with at least a ten (10) business day interval between such periods, during the periods the Registration Statement is required to be in effect. (j) Use its reasonable efforts to obtain and maintain designation of all the Registrable Securities covered by the Registration Statement on the "National Market" of the National Association of Securities Dealers Automated Quotations System ("NASDAQ") within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission under the Securities Exchange Act, and the quotation of the Registrable Securities on The NASDAQ National Market; or if, despite the Company's reasonable efforts to satisfy the preceding clause, the Company is unsuccessful in doing so, to secure NASDAQ/OTC Bulletin Board authorization and quotation for such Registrable Securities registered pursuant hereunder and, without limiting the generality of the foregoing, to be listed on each securities exchange on which similar securities issued by arrange for at least two market makers to register with the Company are then listed;National Association of Securities Dealers, Inc. as such with respect to such Registrable Securities. (ek) provide Provide a transfer agent and registrar registrar, which may be a single entity, for all the Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;the Registration Statement. (fl) Cooperate with the Investors who hold Registrable Securities being offered to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts as the case may be, as the Investors may reasonably request, and, within three (3) business days after a Registration Statement which includes Registrable Securities is ordered effective by the Securities and Exchange Commission, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registrable Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) an appropriate instruction and opinion of such counsel. (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. Each Holder participating in such underwriting shall also enter into and perform his or its obligations under such an agreement;. (gn) furnish, at Take all other reasonable actions necessary to expedite and facilitate disposition by the request Investor of any Holder requesting registration of the Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SECRegistration Statement.

Further Obligations of the Company. Whenever the Company is required hereunder to register Registrable SecuritiesShares, it agrees that it shall also do the following: (a) furnish Furnish to each selling Holder such copies of each preliminary and final prospectus and any other documents that such Holder may reasonably request to facilitate the public offering of its Registrable SecuritiesShares; (b) use Use its best efforts to register or qualify the Registrable Securities Shares to be registered pursuant to this Agreement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder may reasonably requestrequest and keep such registration or qualification effective during the period set forth in Section 2.2(a) above; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (c) notify Notify each Holder of Registrable Securities Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (d) cause Cause all such Registrable Securities Shares registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide Provide a transfer agent and registrar for all Registrable Securities Shares registered pursuant hereunder and a CUSIP number for all such Registrable SecuritiesShares, in each case not later than the effective date of such registration; (f) in In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreementagreement and other customary agreements, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnishFurnish, at the request of any Holder requesting registration of Registrable Securities Shares pursuant to this Section 2, on the date that such Registrable Securities Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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) at the request of any Holder, to furnish on the effective date of the Registration Statement or, if the offering is underwritten, on the date that Registrable Shares are delivered to the underwriters for sale, an opinionopinion of counsel, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwritersunderwriters and to such Holder, if anystating that such registration statement has become effective under the Securities Act and that (i) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (ii) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial data contained therein), and to (iii) such other opinions as reasonably may be requested by counsel for the Holders requesting registration of Registrable Securities; andunderwriters or by such Holder or its counsel; (ii) “comfort” " letters signed by the Company’s 's independent public accountants who have examined and reported on the Company’s 's financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “' "comfort” " letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s 's counsel and in accountants’ “' "comfort” " letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “"comfort” " letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or hisMake available for inspection by any seller of Registrable Shares, her or its counsel any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other representatives to inspect agent retained by any such seller or underwriter, all financial and copy such other records, pertinent corporate documents and records as may properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably be requested by them for a bona fide purpose any such seller, underwriter, attorney, accountant or agent in connection with this Agreement; andsuch registration statement; (i) furnish Furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC Securities and Exchange Commission in connection with any such offering unless confidential treatment of such information has been requested of the SECSecurities and Exchange Commission; (j) Keep such registration continuously effective for the period of time specified in Section 2.2(a) above; (k) promptly prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act, and to keep such registration statement effective for that period of time specified in Section 2.2(a) above; (l) use best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification of any of the Registrable Shares for sale in any jurisdiction, at the earliest possible moment; and (m) Take such other actions as shall be reasonably requested by any Holder.

Further Obligations of the Company. Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Pay all expenses of such registrations and offerings (exclusive of underwriting discounts and commissions) and the reasonable fees and expenses of not more than one independent counsel for the Holders satisfactory to a majority in interest of the Holders including Registrable Securities in such registration in connection with any registrations pursuant to Section 5.1, up to one registration on Form S-1 or S-2 designated by the Investors under section 5.2(a) and up to three registrations on Form S-3 designated by the Investors and three registrations designated on Form S-3 by Founder; provided, that, the Investors shall pay all such expenses in connection with any other demand registrations under Section 5.2(a); (b) Use its best efforts diligently to prepare and file with the SEC a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective for at least one year or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs, and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for the period necessary to complete the proposed public offering; (c) Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (bd) use Enter into any reasonable underwriting agreement required by the proposed underwriter (which underwriter shall be selected by a majority in interest of the selling Holders) in connection with any registration requested pursuant to Section 5.2), if any, in such form and containing such terms as are customary; provided, however, that no Holder shall be required to make any representations or warranties other than with respect to its title to the Registrable Securities and with respect to any written information provided by the Holder to the Company, and if the underwriter requires that representations or warranties be made and that indemnification be provided, the Company shall make all such representations and warranties and provide all such indemnities, including, without limitation, in respect of the Company's business, operations and financial information and the disclosures relating thereto in the prospectus; (e) Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated required to register or qualify the securities in any jurisdictions in which such registration or qualification would require it to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjecttherein; (cf) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his or her Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (dg) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver listed or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securitiesquoted; (h) permit Otherwise use its best efforts to comply with the securities laws of the United States and other applicable jurisdictions and all applicable rules and regulations of the SEC and comparable governmental agencies in other applicable jurisdictions and make generally available to its holders, in each selling Holder or hiscase as soon as practicable, her or its counsel or other representatives to inspect but not later than 45 days after the close of the period covered thereby, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; andRule 158 thereunder; (i) Obtain and furnish to each selling Holder, upon requestimmediately prior to the effectiveness of the registration statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Securities sold pursuant thereto), a copy cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the Holders of a majority of the Registrable Securities being sold may reasonably request; and (j) Otherwise cooperate with the underwriter or underwriters, the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents filed and all correspondence from or necessary to effect the SEC in connection with registration of any such offering unless confidential treatment of such information has been requested of the SEC.Registrable Securities under this Article V.

Further Obligations of the Company. Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Pay all expenses of such registrations and offerings (exclusive of underwriting discounts and commissions) and the reasonable fees and expenses of not more than one independent counsel for the Holders reasonably satisfactory to the Investors. (b) Use its best efforts diligently to prepare and file with the SEC a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective, in case of a firm commitment underwritten public offering, until each underwriter has completed the distribution of all securities purchased by it and, in the case of any other offering, until the sale of all Registrable Securities covered thereby. The Company shall promptly notify in writing each Holder participating in the offering of the happening of any event which makes any statement made in a registration statement or related prospectus untrue or which requires the making of any changes in such registration statement or prospectus so that they 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 (including the Company becoming engaged in business activities, negotiations or transactions not disclosed in the registration statement or prospectus which in the opinion of the Company's counsel would be required to be disclosed therein) (a "Suspension Notice"). Immediately upon receipt of a Suspension Notice, the Holders shall discontinue disposition of the Registrable Securities pursuant to the registration statement covering such Registrable Securities until (i) such Holder's receipt of copies of a (c) Use its best efforts to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for the period necessary to complete the proposed public offering; (d) Furnish to each selling Holder such reasonable number of copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (be) use its best In the case of an underwritten public offering, enter into an underwriting agreement with the underwriters thereof on any customary terms; (f) Use commercially reasonable efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated required to register or qualify the securities in any jurisdictions which require it to qualify to do business in any jurisdiction where it is not then so qualified therein or consent to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectprocess; (cg) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (d) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; listed or quoted (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statementsCompany's initial public offering, such exchange or quotation system as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securitiesmay determine); (h) permit each selling Holder or his, her or Otherwise use its counsel or best efforts to comply in all material respects with the securities laws of the United States and all applicable rules and regulations of the SEC and comparable governmental agencies in other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreementapplicable jurisdictions; and (i) Obtain and furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or immediately prior to the SEC in connection with any such offering unless confidential treatment of such information has been requested effectiveness of the SEC.registration statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Securities sold pursuant thereto), such negative assurances or agreed upon procedures reports from the Company's independent public

Further Obligations of the Company. Whenever Whenever, under the provisions of Section 5.1 of this Agreement, the Company is required hereunder to register any Registrable SecuritiesInterests, it agrees that to the extent not otherwise already set forth in this Article V, it shall also do the following: (a) furnish Use its reasonable commercial best efforts to diligently prepare and file with the Commission, a registration statement and such amendments, post-effective amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective for such period, not exceeding 180 days, as may be necessary for any Mezzanine Investor participating in a registered offering to dispose of the Registrable Interests registered thereunder in the manner specified and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement; (b) Furnish to each selling Holder Mezzanine Investor such copies of each preliminary and final prospectus and any such other documents that as such Holder Mezzanine Investor may reasonably request to facilitate the public offering of its Registrable SecuritiesInterests; (bc) use Use its reasonable commercial best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “blue "blue-sky” " laws of such jurisdictions as any selling Holder Mezzanine Investors may reasonably request; provided, however, provided that the Company shall not be obligated required to register or qualify the securities in any jurisdictions which require it to qualify to do business business, subject itself to general taxation in any jurisdiction where it is not then so qualified or such jurisdiction, subject itself to take any action that would subject it to the general service of process therein or amend any provision of its organizational documents in suits other than those arising out of a manner that would be adverse to the offer Company or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectits members; (cd) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Mezzanine Investor at any time when a prospectus relating thereto to its Registrable Interests is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Mezzanine Investor, prepare and file with the circumstances then existingCommission a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Interests, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (de) cause Cause all such Registrable Securities registered pursuant hereunder Interests to be listed on or included in each securities exchange or quotation system, if any, on which similar securities issued by the Company are then listed, provided that the applicable listing requirements are satisfied; (ef) provide Otherwise use its reasonable commercial best efforts to comply in all material respects with all applicable rules and regulations of the Commission and make generally available to its members, in each case as soon as practicable, but not later than thirty (30) calendar days after the close of the period covered thereby an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act; (g) Cooperate with each Mezzanine Investor and each underwriter participating in the disposition of Registrable Interests and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.; (h) During the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act; (i) Appoint a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and Interests covered by a CUSIP number for all such Registrable Securities, in each case not registration statement no later than the effective date of such registrationregistration statement; (fj) In connection with an underwritten offering, to the extent reasonably requested by the managing or lead underwriter(s) for the offering or the Mezzanine Investors, participate in and support customary efforts to sell the securities in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreementincluding, without limitation, participating in usual and customary form, "road shows"; (k) Otherwise cooperate with the managing underwriter or lead underwriter(s), the Commission and other regulatory agencies (including Gaming Authorities) and take all reasonable actions and execute and deliver or cause to be executed and delivered all documents necessary to effect the registration of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations any Registrable Interests under such an agreement;this Section 5.5; and (gl) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in In connection with an underwritten offering, furnish to each selling Mezzanine Investor a registration pursuant signed counterpart, addressed to this Section 2each Mezzanine Investor, 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 effectiveof: (i) an opinion, dated such date, opinion of the counsel representing for the Company for the purposes of such registration, customary in form and substance as is customarily given to underwriters in an underwritten public offering, addressed for such a transaction and reasonably satisfactory to the underwriters, if any, and to the Holders requesting registration of Registrable SecuritiesMezzanine Investor; and (ii) “to the extent permitted by applicable professional standards, a "comfort” letters " letter, signed by the Company’s independent public accountants who have examined and reported on certified the Company’s 's financial statements included in the such registration statement, customary in form and substance for such a transaction and reasonably satisfactory to the extent permitted by Mezzanine Investors; (m) Each holder of Registrable Interests agrees that, upon receipt of any notice from the standards Company of the American Institute happening of Certified Public Accountantsany event of the kind described in Section 5.5(d), covering substantially the same matters with respect such holder shall forthwith discontinue disposition of Registrable Interests pursuant to the registration statement covering such Registrable Interests until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.5(d), and, if so directed by the Company, such holder shall deliver to the Company (and at the Company's expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus included thereincovering such Registrable Interests current at the time of receipt of such notice. If the Company shall give any such notice, the Company shall extend the period during which such registration statement shall be maintained effected pursuant to Section 5.5(a) by the number of days during the period from and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to including the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery giving of such opinion or “comfort” letters notice pursuant to Section 5.5(d) to and including the underwriters in an underwritten public offering date when each seller of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy Registrable Interests covered by such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to registration statement shall have received the SEC in connection with any such offering unless confidential treatment of such information has been requested copies of the SECsupplemented or amended prospectus contemplated by Section 5.5(d).

Further Obligations of the Company. Whenever under the preceding Sections of this Article V, the Company is required hereunder to register Registrable SecuritiesShares, it agrees that it shall also do the following: (a) furnish Furnish to each selling Holder holder such copies of each preliminary and final prospectus and any such other documents that such Holder as said holder may reasonably request to facilitate the public offering of its Registrable SecuritiesShares; (b) use Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement Shares covered by said registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction jurisdictions where it is not then so qualified or to take any action that which would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (c) notify Furnish to each Holder of Registrable Securities covered by such registration statement at any time when selling holder a prospectus relating thereto is required signed counterpart, addressed to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statementselling holders, as then in effect, includes an untrue statement of a material fact or omits 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 then existing;of (di) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by opinions of counsel for the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable SecuritiesCompany, in each case not later than dated the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 statement, and covering such securities becomes effective: (i) an opinion, dated matters as are required by the Securities Act and such date, of the counsel representing the Company for the purposes of such registration, in form and substance matters as is customarily given to underwriters in an underwritten public offering, addressed to may reasonably be requested by the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” " letters signed by the Company’s 's independent public accountants who have examined and reported on the Company’s 's financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (hd) permit Permit each selling Holder holder of Registrable Shares who holds not less than 5% of the Registrable Shares or his, her or its his counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection them, after reasonable advance notice and without undue interference with this Agreementthe operation of the Company's business; (f) Use its best efforts to insure the obtaining of all necessary approvals from the National Association of Securities Dealers, Inc; and (g) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the registration statement covering the Initial Public Offering, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. Whenever under the preceding Sections of this Article V the holders of Registrable Shares are registering such shares pursuant to any registration statement, each such holder agrees to (i) furnish timely provide to each selling Holderthe Company, upon at its request, a copy such information and materials as it may reasonably request in order to effect the registration of such Registrable Shares, (ii) convert all documents filed and all correspondence from or shares of Series C Preferred Stock included in any registration statement to shares of Common Stock, such conversion to be effective at the SEC in connection with any closing of such offering unless confidential treatment of pursuant to such information has been requested of registration statement, and (iii) if the SECoffering is underwritten, execute an underwriting agreement containing customary conditions.

Further Obligations of the Company. Whenever the Company is required hereunder to register Registrable SecuritiesShares, it agrees that it shall also do the following: (a) furnish Furnish to each selling Holder such copies of each preliminary and final prospectus and any other documents that such Holder may reasonably request to facilitate the public offering of its Registrable SecuritiesShares; (b) use Use its best efforts to register or qualify the Registrable Securities Shares to be registered pursuant to this Agreement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably requestrequest and keep such registration or qualification effective during the period set forth in Section 2.6(j) below; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (c) notify Notify each Holder of Registrable Securities Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 ConfidentialPage 98/28/2019 state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (d) cause Cause all such Registrable Securities Shares registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide Provide a transfer agent and registrar for all Registrable Securities Shares registered pursuant hereunder and a CUSIP number for all such Registrable SecuritiesShares, in each case not later than the effective date of such registration; (f) in In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreementagreement and other customary agreements, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnishFurnish, at the request of any Holder requesting registration of Registrable Securities Shares pursuant to this Section 2, on the date that such Registrable Securities Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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) at the request of any Holder, to furnish on the effective date of the Registration Statement or, if the offering is underwritten, on the date that Registrable Shares are delivered to the underwriters for sale, an opinionopinion of counsel, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwritersunderwriters and to such Holder, if anystating that such registration statement has become effective under the Securities Act and that (i) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (ii) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial data contained therein), and to (iii) such other opinions as reasonably may be requested by counsel for the Holders requesting registration of Registrable Securities; andunderwriters or by such Holder or its counsel; (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities;; ConfidentialPage 108/28/2019 (h) permit each selling Holder or hisMake available for inspection by any seller of Registrable Shares, her or its counsel any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other representatives to inspect agent retained by any such seller or underwriter, all financial and copy such other records, pertinent corporate documents and records as may properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably be requested by them for a bona fide purpose any such seller, underwriter, attorney, accountant or agent in connection with this Agreement; andsuch registration statement; (i) furnish Furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC Securities and Exchange Commission in connection with any such offering unless confidential treatment of such information has been requested of the SECSecurities and Exchange Commission; (j) Keep such registration continuously effective for such reasonable period necessary to permit the Holder or Holders to complete the distribution described in the registration statement relating thereto or 180 days, whichever first occurs; (k) promptly prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act, and to keep such registration statement effective for that period of time specified in Section 2.6(j) above; (l) use best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification of any of the Registrable Shares for sale in any jurisdiction, at the earliest possible moment; and (m) Take such other actions as shall be reasonably requested by any Holder.

Further Obligations of the Company. Whenever In connection with the Registration Statement, the Company is required hereunder to register Registrable Securities, it agrees that it shall also use its best efforts to do the following: (a) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement and the prospectus used in connection therewith as may be necessary under applicable law to keep such Registration Statement effective for the applicable period; and cause each Prospectus to be supplemented by any required prospectus supplement or Issuer Free Writing Prospectus (as defined in Rule 433(h) under the Securities Act), and cause the Prospectus as so supplemented or any such Issuer Free Writing Prospectus, as the case may be, to be filed pursuant to Rule 424 or Rule 433, respectively (or any similar provision then in force) under the Securities Act and to comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations applicable to it with respect to the disposition of all Registrable Securities covered by the Registration Statement in accordance with each Securityholder’s intended method of disposition set forth in the Registration Statement; (b) furnish to each selling Holder Securityholder offering Registrable Securities under the Registration Statement (A) after the same is prepared and publicly distributed, filed with the Commission, or received by the Company, one copy of the Registration Statement, each Prospectus, each Issuer Free Writing Prospectus, and each amendment or supplement to any of the foregoing, and (B) such number of copies of the Prospectus, each preliminary Issuer Free Writing Prospectus, and final prospectus all amendments and any other documents that such Holder supplements thereto, as the Securityholders may reasonably request to facilitate the public offering disposition of its the Registrable SecuritiesSecurities owned by the Securityholders; (bc) use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement covered by the Registration Statement under the applicable securities or “blue sky” laws of such jurisdictions within the United States as any selling Holder may each Securityholder shall reasonably requestrequest unless an available exemption to such registration or qualification requirements is then available; provided, however, provided that the Company shall not be obligated to register or qualify such Registrable Securities in any jurisdiction in which such registration or qualification would require the Company (A) to subject itself to general taxation in any such jurisdiction, (B) file any general consent to service of process, or (C) to qualify to do business in any jurisdiction where it is would not then so qualified or otherwise be required to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectqualify but for this Section 3(c); (cd) notify each Holder timely file with the Commission such information as the Commission may prescribe under Sections 13 or 15(d) of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required the Exchange Act, and otherwise use commercially reasonable efforts to be delivered ensure that the public information requirements of Rule 144 under the Securities Act are satisfied with respect to the Company; (e) notify the Securityholders promptly in writing (A) of any comments by the Commission with respect to the Registration Statement or the Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) of the happening issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement which is known to the Company or the initiation of any proceedings for that purpose which are known to the Company and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes; and (f) as promptly as practicable after becoming aware of such event, notify the Securityholders of the occurrence of any event of which the Company has knowledge, as a result of which the prospectus Prospectus included in such registration statementthe Registration Statement, as then in effect, or any Issuer Free Writing Prospectus, taken as a whole with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing; (d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on under which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securitiesthey were made, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if anymisleading, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, use its commercially reasonable efforts to promptly prepare an amendment to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect Registration Statement and supplement to the registration Prospectus to correct such untrue statement (or omission, and the prospectus included therein) and (in the case deliver a number of the accountants’ “comfort” letters) with respect to events subsequent copies of such supplement or amendment to the date of Securityholders as the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as Securityholders may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SEC.

Further Obligations of the Company. Whenever In connection with the Registration Statement, the Company is required hereunder to register Registrable Securities, it agrees that it shall also use its best efforts to do the followingfollowing as expeditiously as commercially reasonable: (a) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement and the prospectus used in connection therewith as may be necessary under applicable law to keep such Registration Statement effective for the applicable period; and cause each Prospectus to be supplemented by any required prospectus supplement or Issuer Free Writing Prospectus (as defined in Rule 433(h) under the Securities Act), and cause the Prospectus as so supplemented or any such Issuer Free Writing Prospectus, as the case may be, to be filed pursuant to Rule 424 or Rule 433, respectively (or any similar provision then in force) under the Securities Act and to comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations applicable to it with respect to the disposition of all Registrable Securities covered by the Registration Statement in accordance with each Stockholder’s intended method of disposition set forth in the Registration Statement; (b) furnish to each selling Holder Stockholder offering Registrable Securities under the Registration Statement (A) after the same is prepared and publicly distributed, filed with the Commission, or received by the Company, one copy of the Registration Statement, each Prospectus, each Issuer Free Writing Prospectus, and each amendment or supplement to any of the foregoing, and (B) such number of copies of the Prospectus, each preliminary Issuer Free Writing Prospectus, and final prospectus all amendments and any other documents that such Holder supplements thereto, as the Stockholders may reasonably request to facilitate the public offering disposition of its the Registrable SecuritiesSecurities owned by the Stockholders; (bc) use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement covered by the Registration Statement under the applicable securities or “blue sky” laws of such jurisdictions within the United States as any selling Holder may each Stockholder shall reasonably requestrequest unless an available exemption to such registration or qualification requirements is then available; provided, however, provided that the Company shall not be obligated to register or qualify such Registrable Securities in any jurisdiction in which such registration or qualification would require the Company (A) to subject itself to general taxation in any such jurisdiction, (B) file any general consent to service of process, or (C) to qualify to do business in any jurisdiction where it is would not then so qualified or otherwise be required to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectqualify but for this Section 3(c); (cd) notify each Holder timely file with the Commission such information as the Commission may prescribe under Sections 13 or 15(d) of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required the Exchange Act, and otherwise use commercially reasonable efforts to be delivered ensure that the public information requirements of Rule 144 under the Securities Act are satisfied with respect to the Company; (e) notify the Stockholders promptly in writing (A) of any comments by the Commission with respect to the Registration Statement or the Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) of the happening issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement which is known to the Company or the initiation of any proceedings for that purpose which are known to the Company and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes; and (f) as promptly as practicable after becoming aware of such event, notify the Stockholders of the occurrence of any event of which the Company has knowledge, as a result of which the prospectus Prospectus included in such registration statementthe Registration Statement, as then in effect, or any Issuer Free Writing Prospectus, taken as a whole with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing; (d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on under which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securitiesthey were made, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if anymisleading, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, use its commercially reasonable efforts to promptly prepare an amendment to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect Registration Statement and supplement to the registration Prospectus to correct such untrue statement (or omission, and the prospectus included therein) and (in the case deliver a number of the accountants’ “comfort” letters) with respect to events subsequent copies of such supplement or amendment to the date of Stockholders as the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as Stockholders may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SEC.

Further Obligations of the Company. Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Pay all expenses of such registrations and offerings (exclusive of underwriting discounts and commissions) and the reasonable fees and expenses of not more than one independent counsel for the Holders satisfactory to the Holders requesting the relevant registration or a majority in interest (based on shares proposed to be sold) of the Holders in the case of a Company-initiated registration; (b) Use its best efforts (with due regard to management of the ongoing business of the Company and the allocation of managerial resources) diligently to prepare and file with the SEC a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective for at least 90 days (or 30 days in the case of Form S-3) and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for such period or any shorter period necessary to complete the proposed public offering; (c) Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (bd) use Enter into any reasonable underwriting agreement required by the proposed underwriter for the selling Holders, if any, (which underwriter shall be selected by the Holders initiating the registration in the case of a Holder-initiated demand and reasonably acceptable to the Company) in such form and containing such terms as are customary; provided, however, that if the underwriter requires that representations or warranties be made and that indemnification be provided in respect of the Company's business, operations, financial information and the like and the disclosures relating thereto in the prospectus, the Company shall make all such representations and warranties and provide all such indemnities. (e) Use its best efforts (with due regard to management of the ongoing business of the Company and the allocation of managerial resources) to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder (or in the case of an underwritten offering, the underwriter) may reasonably request; provided, however, provided that the Company shall not be obligated required to register or qualify the securities in any jurisdictions which require it to (i) execute a general consent to service of process in effecting such registration or qualification or (ii) qualify to do business in any jurisdiction as a foreign corporation where it is not then doing so qualified or to take any action that would subject it to taxation in such jurisdiction unless the Company is already subject to service of process or taxation in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjectsuch jurisdiction; (cf) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (dg) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver listed or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securitiesquoted; (h) permit Otherwise use its best efforts to comply with the securities laws of the United States and other applicable jurisdictions and all applicable rules and regulations of the SEC and comparable governmental agencies in other applicable jurisdictions and make generally available to its holders, in each selling Holder or hiscase as soon as practicable, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; andbut not later than 45 days after the close of the period covered thereby, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act; (i) Use its best efforts to obtain and furnish to each selling Holder, upon requestimmediately prior to the effectiveness of the registration statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Securities sold pursuant thereto), a copy cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold may reasonably request; and (j) Otherwise cooperate with the underwriter or underwriters, the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents filed and all correspondence from or necessary to effect the SEC in connection with registration of any such offering unless confidential treatment of such information has been requested of the SECRegistrable Securities under this Article IV.

Further Obligations of the Company. Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Pay all expenses of such registrations and offerings (exclusive of underwriting discounts and commissions) and the reasonable fees and expenses of not more than one independent counsel for the Holders in connection with any registrations pursuant to Sections 2 or 3 hereof; (b) Use its best efforts diligently to prepare and file with the Commission a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective until the Holder or Holders have completed the distribution described in the registration statement relating thereto (but for no more than 180 days or such lesser period until all such Registrable Securities are sold) and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for such period; (c) Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (bd) use Enter into any reasonable underwriting agreement required by the proposed underwriter, if any, in such form and containing such terms as are customary; (e) Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (cf) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his, her or its Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (dg) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Company are then listedlisted or quoted; (eh) provide Make available to each selling Holder, any underwriter participating in any disposition pursuant to a transfer registration statement, and any attorney, accountant or other agent or representative retained by any such selling Holder or underwriter (collectively, the "Inspectors"), all financial and registrar for other records, pertinent corporate documents and properties of the Company, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all Registrable Securities registered pursuant hereunder information requested by any such Inspector in connection with such registration statement. (i) Otherwise use its best efforts to comply with the securities laws of the United States and a CUSIP number for other applicable jurisdictions and all such Registrable Securitiesapplicable rules and regulations of the Commission and comparable governmental agencies in other applicable jurisdictions and make generally available to its holders, in each case as soon as practicable, but not later than 45 days after the effective date close of such registrationthe period covered thereby, an earnings statement of the Company which will satisfy the provisions of Section 11 (a) of the Securities Act; (fj) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnishFurnish to each prospective selling Holder, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2such Holder, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offeringsigned counterpart, addressed to the underwritersprospective selling Holder, if anyof (A) an opinion of counsel for the Company, dated the effective date of the registration statement, and to the Holders requesting registration of Registrable Securities; and (iiB) “a "comfort” letters " letter signed by the Company’s independent public accountants who have examined and reported on certified the Company’s 's financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters' letter) with respect to events subsequent to the date of the financial statements, as are customarily covered (at the time of such registration) in opinions of issuer’s the Company's counsel and in accountants’ “comfort” ' letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (ik) furnish Otherwise cooperate with the underwriter or underwriters, the Commission and other regulatory agencies and take all actions and execute and deliver or cause to each selling Holder, upon request, a copy of be executed and delivered all documents filed and all correspondence from or necessary to effect the SEC in connection with registration of any such offering unless confidential treatment of such information has been requested of the SECRegistrable Securities hereunder.

Further Obligations of the Company. Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Pay all expenses of such registrations and offerings (exclusive of underwriting discounts and commissions) and the reasonable fees and expenses of not more than one independent counsel for the Holders satisfactory to two-thirds in interest of the Investors in connection with any registrations pursuant to Section 7.1, up to one registration on Form S-1 or S-2 designated by two-thirds in interest of the Investors and up to three registrations on Form S-3 designated by two-thirds in interest of the Investors, provided that the Investors shall pay all such expenses in connection with any other demand registrations; (b) Use its best efforts (with due regard to management of the ongoing business of the Company and the allocation of managerial resources) diligently to prepare and file with the SEC a registration statement and such amendments to said registration statement and supplements to the prospectus used in connection therewith as may be necessary to keep said registration statement effective for at least 180 days or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs, and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for the period necessary to complete the proposed public offering; (c) Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (bd) use Enter into any reasonable underwriting agreement required by the proposed underwriter (which underwriter, in connection with any registration requested pursuant to Section 7.2, shall be selected by the Company and shall be reasonably acceptable to the Investors), if any, in such form and containing such terms as are customary; provided, however, that no Holder shall be required to make any representations or warranties other than with respect to its title to the Registrable Securities and any written information provided by the Holder to the Company, and if the underwriter requires that representations or warranties be made and that indemnification be provided, the Company shall make all such representations and warranties and provide all such indemnities, including, without limitation, in respect of the Company's business, operations and financial information and the disclosures relating thereto in the prospectus; provided further that the right of any Holder to include such Holder's Registrable Securities in an underwritten public offering pursuant to Section 7.1 shall be conditioned on such Holder's agreement to be included in such underwriting arrangements; (e) Use its best efforts (with due regard to management of the ongoing business of the Company and the allocation of managerial resources) to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder may reasonably request; provided, however, provided that the Company shall not be obligated required to register or qualify the securities in any jurisdictions which require it to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjecttherein; (cf) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to such Holder's Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes statement or such prospectus contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Holder, prepare an amendment to such registration statement or supplement to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (dg) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver listed or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securitiesquoted; (h) permit Otherwise use its best efforts to comply with the securities laws of the United States and other applicable jurisdictions and all applicable rules and regulations of the SEC and comparable governmental agencies in other applicable jurisdictions and make generally available to its holders, in each selling Holder or hiscase as soon as practicable, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; andbut not later than 45 days after the close of the period covered thereby, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act; (i) Obtain and furnish to each selling Holder, upon requestimmediately prior to the effectiveness of the registration statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Securities sold pursuant thereto), a copy cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the Holders of a majority of the Registrable Securities being sold may reasonably request; and (j) Otherwise cooperate with the underwriter or underwriters, the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents filed and all correspondence from or necessary to effect the SEC in connection with registration of any such offering unless confidential treatment of such information has been requested of the SECRegistrable Securities under this Section 7.

Further Obligations of the Company. Whenever under the preceding Sections of this Article VI, the Company is required hereunder to register Registrable SecuritiesShares, it agrees that it shall also do the following: (a) furnish Furnish to each selling Holder holder such copies of each preliminary and final prospectus and any such other documents that such Holder as said holder may reasonably request to facilitate the public offering of its Registrable SecuritiesShares; (b) use Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement Shares covered by said registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder holder may reasonably request; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to qualify to do business in any jurisdiction jurisdictions where it is not then so qualified qualified, to subject itself to taxation in connection with any such registration or qualification of such Registrable Shares or to take any action that which would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (c) notify Permit each Holder selling holder of Registrable Securities covered by Shares or such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its holder's counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; andthem; (id) furnish Furnish to each selling Holder, upon request, holder of Registrable Shares a copy of all documents filed with and all correspondence from or to the SEC Commission in connection with any such offering unless confidential treatment of securities; (e) Use its best efforts to insure the obtaining of all necessary approvals from the NASD; (f) To cause all Registrable Shares so registered pursuant hereto to be listed on any securities exchange or authorized for quotation in any automated quotation system on or in which outstanding shares of such information has been requested class are listed or authorized for quotation at the time such registration is declared effective by the Commission; (g) Designate a transfer agent and registrar for the class or classes of shares which include such Registrable Shares and obtain a CUSIP number for such class or classes of shares, in each case not later than the date such registration is declared effective by the Commission; and (h) Otherwise use its best efforts to comply with all applicable rules and regulations of the SECCommission, and make available to its security holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the registration statement covering the Initial Public Offering, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. Whenever under the preceding Sections of this Article VI the holders of Registrable Shares are registering such shares pursuant to any registration statement, each such holder agrees to (a) timely provide to the Company, at its request, such information and materials as it may reasonably request in order to effect the registration of such Registrable Shares and (b) convert all Series B Stock into the shares of Common Stock included in any registration statement, such conversion to be effective at or before the closing of such offering pursuant to such registration statement.

Further Obligations of the Company. Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Pay all expenses of such registrations and offerings (exclusive of underwriting discounts and commissions) and the reasonable fees and expenses of not more than one independent counsel for the Holders satisfactory to the Investors in connection with any registrations pursuant to Section 7.1, up to one registration on Form S-1 or S-2 designated by the Investors and up to three registrations on Form S-3 designated by the Investors, provided that the Investors shall pay all such expenses in connection with any other demand registrations; (b) Use its best efforts (with due regard to management of the ongoing business of the Company and the allocation of managerial resources) diligently to prepare and file with the SEC a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective for at least 180 days from the date the SEC declares each such Registration Statement effective or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs, and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for the period necessary to complete the proposed public offering; (c) Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (bd) use Enter into any reasonable underwriting agreement required by the proposed underwriter (which underwriter shall be selected by the selling Investors in connection with any registration requested pursuant to Section 7.2, subject to the Company's prior approval, which approval shall not be unreasonably withheld), if any, in such form and containing such terms as are customary; provided, however, that no Holder shall be required to make any representations or warranties other than with respect to its title to the Registrable Securities and any written information provided by the Holder to the Company, and if the underwriter requires that representations or warranties be made and that indemnification be provided, the Company shall make all such representations and warranties and provide all such indemnities, including, without limitation, in respect of the Company's business, operations and financial information and the disclosures relating thereto in the prospectus; (e) Use its best efforts (with due regard to management of the ongoing business of the Company and the allocation of managerial resources) to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder may reasonably request; provided, however, provided that the Company shall not be obligated required to register or qualify the securities in any jurisdictions which require it to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjecttherein; (cf) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his or her Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (dg) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver listed or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securitiesquoted; (h) permit Otherwise use its best efforts to comply with the securities laws of the United States and other applicable jurisdictions and all applicable rules and regulations of the SEC and comparable governmental agencies in other applicable jurisdictions and make generally available to its holders, in each selling Holder or hiscase as soon as practicable, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; andbut not later than 45 days after the close of the period covered thereby, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act; (i) Obtain and furnish to each selling Holder, upon requestimmediately prior to the effectiveness of the registration statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Securities sold pursuant thereto), a copy cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the Holders of a majority of the Registrable Securities being sold may reasonably request; and (j) Otherwise cooperate with the underwriter or underwriters, the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents filed and all correspondence from or necessary to effect the SEC in connection with registration of any such offering unless confidential treatment of such information has been requested of the SECRegistrable Securities under this Section 7.

Further Obligations of the Company. Whenever under the preceding ---------------------------------- paragraphs of this Section 6 the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Use its best efforts to diligently prepare and file with the Commission a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for the period necessary to complete the proposed public offering; (b) Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its his Registrable Securities; (bc) use Enter into any reasonable underwriting agreement required by the proposed underwriter for the selling Holders, if any; (d) Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “blue "blue-sky” " laws of such jurisdictions as any selling Holder may reasonably request; provided, however, provided that the Company shall not be obligated required to register or qualify the securities in any jurisdictions which require it to qualify to do business in any jurisdiction where it is not then so qualified or subject itself to take any action that would subject it to the general service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subjecttherein; (ce) Immediately notify each Holder of Registrable Securities covered by such registration statement selling Holder, at any time when a prospectus relating thereto to his Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the such prospectus included in such registration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of any such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the circumstances then existingpurchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (df) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (eg) provide a transfer agent Otherwise use its best efforts to comply with all applicable rules and registrar for all Registrable Securities registered pursuant hereunder regulations of the Commission and a CUSIP number for all such Registrable Securitiesmake generally available to its security holders, in each case not later than the effective date of such registration; (f) in the event of any underwritten public offering, enter into and perform its obligations under as soon as practicable an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration earnings statement with respect to such securities becomes effective: (i) an opinion, dated such date, of the counsel representing Company which will satisfy the Company for provisions of Section 11(a) of the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable SecuritiesSecurities Act; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect Obtain and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon requestimmediately prior to the effectiveness of the registration statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Securities sold pursuant thereto), a copy of all documents filed cold comfort letter from the Company's independent public accountants in customary form and all correspondence from or to the SEC in connection with any covering such offering unless confidential treatment of such information has been requested matters of the SECtype customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request.

Further Obligations of the Company. Whenever In connection with the Registration Statement, the Company is required hereunder to register Registrable Securities, it agrees that it shall also use its best efforts to do the followingfollowing as expeditiously as commercially reasonable: (a) furnish prepare and file with the Commission such amendments and supplements to each selling Holder such copies the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the Termination Date and comply with the provisions of each preliminary and final prospectus and any other documents that such Holder may reasonably request the Securities Act with respect to facilitate the public offering disposition of its all Registrable SecuritiesSecurities covered by the Registration Statement in accordance with the sellers’ intended method of disposition set forth in the Registration Statement; (b) use its best efforts furnish to each Stockholder offering Registrable Securities under the Registration Statement such number of copies of the Registration Statement and the prospectus included therein (including each preliminary prospectus) as such Stockholder may reasonably request; (c) register or qualify the Registrable Securities to be registered pursuant to this Agreement covered by the Registration Statement under the applicable securities or “blue sky” sky laws of such jurisdictions within the United States as any selling Holder may each Stockholder shall reasonably requestrequest unless an available exemption to such registration or qualification requirements is then available; provided, however, provided that the Company shall not be obligated to register or qualify to do business such Registrable Securities in any jurisdiction in which such registration or qualification would require the Company to qualify as a foreign corporation or file any general consent to service of process where it is not then so qualified or otherwise required to take any action that would subject it to the service of process in suits other than those arising out of the offer be qualified or sale of the securities covered by the registration statement in any jurisdiction where it is has not then theretofore so subjectconsented; (cd) notify each Holder timely file with the Commission such information as the Commission may prescribe under Sections 13 or 15(d) of Registrable the Securities covered by such registration statement at any time when a prospectus relating thereto is required Exchange Act of 1934, as amended, and otherwise use commercially reasonable efforts to be delivered ensure that the public information requirements of Rule 144 under the Securities Act are satisfied with respect to the Company; (e) notify the Stockholders promptly in writing (A) of any comments by the Commission with respect to the Registration Statement or prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) of the happening issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement which is known to the Company or the initiation of any proceedings for that purpose which are known to the Company and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes; and (f) as promptly as practicable after becoming aware of such event, notify each Stockholder of the occurrence of any event of which the Company has knowledge, as a result of which the prospectus included in such registration statementthe Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in the light of the circumstances then existing; (d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on under which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securitiesthey were made, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if anymisleading, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, use its best efforts to promptly prepare a supplement or amendment to the extent permitted by Registration Statement or other appropriate filing with the standards of the American Institute of Certified Public AccountantsCommission to correct such untrue statement or omission, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery a number of copies of such opinion supplement or “comfort” letters amendment to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy Stockholder as such corporate documents and records as Stockholder may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SEC.

Further Obligations of the Company. (a) Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (ai) furnish Prepare and file, and use commercially reasonable efforts to each selling Holder cause to become and remain effective, with the Commission a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective until such time as all of the Registrable Securities covered by such registration statement may be sold by PSC without volume limitations or restrictions pursuant to Rule 144; (ii) Furnish to PSC a draft copy of the registration statement and such copies of each preliminary and final prospectus and any other documents that such Holder as PSC may reasonably request to facilitate the public offering of its Registrable Securities; (biii) use Use its best commercially reasonable efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement securities covered by said registration statement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder PSC may reasonably request; provided, however, that the Company shall not be obligated required to qualify to do business in any jurisdiction where it is not then so qualified or file a general consent to take any action that would subject it to the service of process in suits other than those arising out of connection therewith, unless the offer or sale of the securities covered Company is already subject to service in such jurisdictions and except as may be required by the registration statement in any jurisdiction where it is not then so subjectSecurities Act; (civ) notify Cause upon, or immediately after the effectiveness of a registration, all such Registrable Securities to be listed on each Holder securities exchange or quotation system on which the Common Stock of the Company is then listed or quoted; (v) Notify PSC of Registrable Securities covered by such a registration statement statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of (A) the issuance of any stop order by the Commission in respect of such registration statement, or (B) 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (dvi) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection with this Agreement; and (i) furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the SEC in connection with any such offering unless confidential treatment of such information has been requested of the SEC.

Further Obligations of the Company. Whenever the Company is required hereunder to register any Registrable Securities, it agrees that it shall also do the following: (a) furnish Pay all expenses of such registrations and offerings (exclusive of underwriting discounts and commissions) and the reasonable fees and expenses of not more than one independent counsel for the Holders in connection with any registrations pursuant to Section 2.1 or 2.2, any such counsel to be selected by the Investor requesting registration under Section 2.2 (if any) and otherwise to be selected by a majority of the Holders selling in such registration; (b) Use its best efforts diligently to prepare and file with the Commission, within sixty (60) days of request, a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective until the earlier of the sale of all Registrable Securities covered thereby and one hundred twenty (120) days, and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for such period; (c) Furnish to each selling Holder such copies of each preliminary and final prospectus and any such other documents that as such Holder may reasonably request to facilitate the public offering of its Registrable Securities; (b) use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (c) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) in 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 underwriter(s) of such offering. Each ; each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (ge) furnishUse its best efforts to register or qualify the securities covered by said registration statement under the securities or "blue sky" laws of such jurisdictions as any selling Holder may reasonably request; provided, that the Company shall not be required to register or qualify the securities in any jurisdictions in which such registration or qualification would require it to qualify to do business or consent to general service of process therein; (f) Immediately notify each selling Holder, at any time when a prospectus relating to his, her or its Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which such prospectus contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading, and, at the request of any Holder requesting registration such selling Holder, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities pursuant Securities, such prospectus will not contain any untrue statement of a material fact or omit to this Section 2, on state any material fact necessary to make the date that statements therein not misleading; (g) Cause all such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, if such be listed on each securities are being sold through underwriters, or, if such exchange or quotation system on which similar 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 counsel representing issued by the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver then listed or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securitiesquoted; (h) permit each selling Holder or his, her or Otherwise use its counsel or best efforts to comply with the securities laws of the United States and other representatives to inspect applicable jurisdictions and copy such corporate documents all applicable rules and records as may reasonably be requested by them for a bona fide purpose regulations of the Commission and comparable governmental agencies in connection with this Agreement; andother applicable jurisdictions; (i) If the offering is underwritten, use its best efforts to obtain and furnish to each selling Holder, upon requestimmediately prior to the effectiveness of the registration statement and, at the time of delivery of any Registrable Securities sold pursuant thereto, a copy cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as any Investor requesting registration under Section 2.2 or the Holders of a majority of the Registrable Securities being sold may reasonably request; (j) Otherwise cooperate with the underwriter or underwriters, the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents filed necessary to effect the registration of any Registrable Securities under this Article II; and (k) Use its best efforts to obtain and all correspondence from or furnish to each selling Holder such legal opinions, if any, of counsel to the SEC in connection with any such offering unless confidential treatment of such information has been requested of Company, addressed to each selling Holder, as are usual and customary under the SECcircumstances.

Further Obligations of the Company. Whenever under the preceding Sections of this Article III, the Company is required hereunder to register Registrable SecuritiesShares, it agrees that it shall also do the following: (a) furnish Furnish to each selling Holder PBIO such copies of each preliminary and final prospectus and any such other documents that such Holder as PBIO may reasonably request to facilitate the public offering of its the Registrable SecuritiesShares; (b) use Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement Shares covered by said registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as any selling Holder PBIO may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction jurisdictions where it is not then so qualified or to take any action that which would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject; (c) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (f) 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. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings of securities, but only if and to the extent that the Company is required to deliver or cause the delivery of such opinion or “comfort” letters to the underwriters in an underwritten public offering of securities; (h) permit each selling Holder or his, her Permit PBIO or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them for a bona fide purpose in connection them, after reasonable advance notice and without undue interference with this Agreement; andthe operation of the Company's business; (id) furnish Furnish to each selling Holder, upon request, PBIO a copy of all documents filed with and all correspondence from or to the SEC Commission in connection with any such offering unless confidential treatment of securities; (e) Use its best efforts to insure the obtaining of all necessary approvals from the National Association of Securities Dealers, Inc.; and (f) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the registration statement covering a Public Offering, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. Whenever under the preceding Sections of this Article III PBIO is registering Registrable Shares pursuant to any registration statement, (i) PBIO agrees to timely provide to the Company, at its request, such information and materials as it may reasonably request in order to effect the registration of such information has been requested of Registrable Shares and (ii) if the SECoffering is underwritten, the Company and PBIO agree to execute an underwriting agreement containing customary conditions.