Common use of Obligations of Company Clause in Contracts

Obligations of Company. In connection with the registration of the Registrable Securities, Company shall: (i) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect to the Registrable Securities and thereafter to use reasonable commercial efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleading; (ii) prepare and file with the SEC 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 Act with respect to the disposition of all Registrable Securities 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 Holders as set forth in the Registration Statement; (iii) furnish, upon request, to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) such number of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto and such other documents, as any Holder reasonably may request in order to facilitate the disposition of the Registrable Securities; (iv) use reasonable commercial efforts to register and qualify the Registrable Securities covered by the Registration Statement under such securities or blue sky laws of such jurisdictions as the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being offered reasonably request and use reasonable efforts to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that Company shall not be required in connection therewith or as a condition thereto (A) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv), (B) to subject itself to general taxation in any such jurisdiction, (C) to file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five (105) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statement.

Obligations of Company. In connection with Whenever required under this Agreement to effect the registration of the any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (i) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) a registration statement with respect to the such Registrable Securities and thereafter to use all commercially reasonable commercial efforts to cause such Registration Statement relating 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 a period of up to become effective as soon as possible after such filingone hundred eighty (180) days or, and keep if earlier, until the distribution contemplated in the Registration Statement has been completed; provided, however, that (A) such one hundred eighty (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 (B) 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, such 180-day period shall be extended, if necessary, to keep the registration statement effective at until all times until two (2such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment to a registration statement permit the registrant to incorporate information into the registration statement by reference to periodic reports filed pursuant to Section 13 or 15(d) years from of the Exchange Act after the effective date to provide information required by Section 10(a)(3) of the Registration Statement (the “Registration Period”); submit Securities Act or to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC disclose facts or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain any untrue statement of events representing a material fact or omit to state a material fact required to be stated therein, or necessary to make fundamental change in the statements therein, information originally provided in light of the circumstances in which they were made, not misleadingregistration statement; (ii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement such registration statement and the prospectus used in connection with the Registration Statement such 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 securities 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 Holders as set forth in the Registration Statementregistration statement; (iii) furnish, upon request, furnish to the Holders each Holder (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one a draft copy of the Registration Statement and any amendment theretoregistration statement prior to effectiveness, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) such number numbers of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto prospectus, in conformity with the requirements of the Securities Act, and such other documents, documents as any Holder it may reasonably may request in order to facilitate the disposition of the Registrable SecuritiesSecurities owned by it; (iv) use all commercially reasonable commercial efforts to register and qualify the Registrable Securities securities covered by the Registration Statement such registration statement under such other securities or “blue sky sky” laws of such jurisdictions as shall be reasonably requested by the Holders of at least sixty-six and two-thirds percent (662/3%) of Holders, provided that the Registrable Securities being offered reasonably request and use reasonable efforts to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that Company shall not be required in connection therewith or as a condition thereto (A) to qualify to do business in any jurisdiction business, where it would not otherwise be required to qualify but for this Section 1(c)(iv)required, (B) to subject itself to general taxation in any such jurisdiction, (C) or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which and except as may be required by the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholdersSecurities Act; (v) as promptly as practicable after becoming aware in 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 event offering; (vi) 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 (A) the issuance of any stop order by the SEC in respect of such registration statement, or circumstance, notify (B) the Holders happening of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in the Registration Statementsuch 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, therein not misleading in the light of the circumstances under which they were made, not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible timethen existing; (vii) permit one legal counsel designated cause all such Registrable Securities registered under this Agreement to be listed on each securities exchange on which similar securities issued by the Holders of at least sixty-six and two-thirds percent (662/3%) of Company are then listed; provided, that if a registration effected pursuant to Section 2.1 above constitutes the First Public Offering, the Company shall use its best efforts to list the Registrable Securities being sold to review and comment on a national securities exchange or the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel;Nasdaq National Market System; and (viii) make generally available to its security holders as soon as practicalprovide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, but not later than one hundred and five (105) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning each case not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statementregistration.

Obligations of Company. In connection At the Closing, Company shall deliver or have delivered to Lincare the following: (a) lease assignments, assumption agreements and estoppel certificates, in form and substance reasonably satisfactory to Lincare, sufficient to transfer to Lincare all of Company’s rights with respect to the premises leased or rented by Company at the locations listed on Schedule 4.5(a) hereto which are not identified as Excluded Assets; (b) bills of sale, in form and substance reasonably satisfactory to Lincare, sufficient to convey to Lincare good and marketable title to the Assets; (c) a certificate of title and a xxxx of sale for each automobile, truck or other vehicle included in the Assets, in the form required by the applicable statutes, laws, rules and regulations of the state of registration; (d) an incumbency certificate, dated as of the Closing Date and executed by the Secretary of Company certifying the identity and signature of the officers executing any documents required by or relating to this Agreement; (e) a copy of all corporate resolutions necessary to authorize the execution, delivery and performance of this Agreement by Company and copies of Company’s Certificate of Incorporation, as amended, and Certificate of Good Standing, each certified by the Secretary of the state of Company’s incorporation, and the By-Laws of Company, as amended, certified by the Secretary of Company; (f) except as otherwise expressly set forth herein, all required consents of third parties to the sale, conveyance, transfer, assignment and delivery of the Assets of the Business to Lincare by virtue of its purchase of the Assets (or an agreement that such consents shall be obtained within 30 days of the Closing Date); (g) any other consents, waivers, instruments or documents as may be reasonably requested by Lincare, including without limitation employment agreements executed by certain Company employees required by Lincare to be employed with Lincare contemporaneously with the registration effective date of this Agreement; (h) Uniform Commercial Code termination statements, lease termination statements, releases and any other documents necessary to evidence that each of the Registrable SecuritiesAssets is being sold, Company shall:conveyed, transferred, assigned and delivered to Lincare free and clear of any Encumbrances; (i) prepare promptly a document authorizing Lincare to endorse the name of Company on any checks, drafts, notes or instruments acquired by Lincare as part of the Assets which are received by Company or by Lincare after the Closing Date for dates of service occurring after the Closing Date in connection with Lincare’s purchase of the Assets pursuant to this Agreement, provided further, Lincare acknowledges and file with agrees, to the SEC extent any of the Registration Statement provided in Section 1(aforegoing negotiable instruments include monies relating to Company’s nursing or PPEC business (“Non Business Monies”), Lincare shall forward such Non Business Monies as soon as practicable. (j) completed and executed CMS Form 855S, to be filed by Lincare, for purposes of deactivating all of Company’s Medicare billing numbers with respect to the Registrable Securities and thereafter Business (Company shall deliver all such Forms to use reasonable commercial efforts to cause such Registration Statement relating to Lincare within ten (10) business days after the Registrable Securities to become effective Closing Date). (k) an executed sublease agreement in substantially the form attached hereto as soon as possible after such filingExhibit 6.5(k) for approximately 16000 square feet of the Company’s facility located at 000 Xxxxxxxxxx Xxxxxxx, and keep Xxxxxxxx, Xxxxxxx 00000-0000 for a term of one year from the Registration Statement effective at all times until Closing Date, with two (2) years from the effective date options to extend for a period of the Registration Statement (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained thereinyears each, at an annual rental rate of One Hundred Sixty Five Thousand Dollars ($165,000.00) (the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleading“Facilities Lease”); (iil) prepare updated exhibits and file with the SEC such amendments (including post-effective amendments) and supplements schedules 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 PeriodAgreement, and during the Registration Periodif any, comply with the provisions of the Act with respect which shall have been delivered prior to the disposition of all Registrable Securities 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 Holders as set forth in the Registration StatementClosing; (iiim) furnisha deed to that certain parcel described in Section 1.1(a)(xi) hereof, upon request, subject to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy an inspection of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) such number of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto and such other documents, as any Holder reasonably may request in order to facilitate the disposition of the Registrable Securities; (iv) use reasonable commercial efforts to register and qualify the Registrable Securities covered by the Registration Statement under such securities or blue sky laws of such jurisdictions as the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being offered reasonably request and use reasonable efforts to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that Company shall not be required in connection therewith or as a condition thereto (A) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv), (B) to subject itself to general taxation in any such jurisdiction, (C) to file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five (105) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)said parcel; and (xn) take all other reasonable actions necessary to expedite and facilitate disposition by an executed Collection Agreement in the Holders of the Registrable Securities pursuant to the Registration Statementform attached hereto as Exhibit 14 hereof.

Obligations of Company. In connection with addition to the obligations of the Company set forth in Section 2.1, and in no way in limitation of such obligations, whenever the Company or Pubco is required by the provisions of this Agreement to effect the registration of the Registrable Securities, the Company shall: , or shall cause Pubco to: (i) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect to the Registrable Securities and thereafter to use reasonable commercial efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleading; (ii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement such registration statement and the prospectus used in connection with the Registration Statement therewith as may be necessary to make and to keep the Registration Statement such registration statement effective at all times during the Registration Effectiveness Period, and during the Registration Period, (ii) comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by securities proposed to be registered in such registration statement for 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 Holders as set forth in the Registration Statement; Effectiveness Period; (iii) furnish, upon request, furnish to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) Holder such number of copies of a prospectus, any prospectus (including a any preliminary prospectus and all amendments and supplements thereto and such other documentsany amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as any such Holder may reasonably may request in order to facilitate effect the disposition offering and sale of the Registrable Securities; Securities to be offered and sold; (iv) use reasonable commercial its best efforts to register and or qualify the Registrable Securities covered by such registration statement under the Registration Statement under such securities or blue sky laws of such jurisdictions states as the Holders of at least sixty-six shall reasonably request, maintain any such registration or qualification current for the Effectiveness Period, and two-thirds percent (662/3%) take any and all other actions either necessary or reasonably advisable to enable Holders to consummate the public sale or other disposition of the Registrable Securities being offered reasonably request and use reasonable efforts in jurisdictions where such Holders desire to effect such sales or other disposition; (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (Bv) take all such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably either necessary or advisable reasonably desirable to qualify permit the Registrable Securities for sale held by a Holder to be registered and disposed of in accordance with the method of disposition described herein; (vi) 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 jurisdictionsoffering; provided, however, that Company shall not be required in connection therewith or as (vii) notify each Holder of Registrable Securities covered by such registration statement at any time when a condition prospectus relating thereto (A) to qualify to do business in any jurisdiction where it would not otherwise be is required to qualify but for this Section 1(c)(iv), (B) to subject itself to general taxation in any such jurisdiction, (C) to file a general consent to service be delivered under the Securities Act of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders happening of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in the Registration Statementsuch 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, therein not misleading in the light of the circumstances under then existing, such obligation to continue for the Effectiveness Period; (viii) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which they were madesimilar securities issued by the Company or Pubco are then listed; (ix) 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 misleading, later than the effective date of such registration; and (x) use its reasonable commercial best efforts promptly to prepare a supplement or amendment to furnish, at the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell request of any Holder requesting registration of Registrable Securities pursuant to Section 3, if such securities are being sold through underwriters, or if such securities are not being sold through underwriters, on the Registration Statement date that the registration statement with respect to such securities becomes effective, (A) an opinion, dated such date as promptly as practicablesuch registration statement becomes effective, and deliver a number of copies the counsel representing the Company for the purposes of such supplement or amendment registration, in form and substance as is customarily given to any Holder underwriters in an underwritten public offering, addressed to the underwriters and to the Holders requesting registration of Registrable Securities and (B) a letter dated such date as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware registration statement becomes effective, from the independent certified public accountants of such event, notify the Holders (orCompany, in the event of form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by and reasonably satisfactory to the Holders of at least sixty-six and two-thirds percent (662/3%) a majority of the Registrable Securities being sold registered, addressed to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC underwriters, if any, and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available Holders requesting registration of Registrable Securities. Notwithstanding the foregoing, the Company shall not be required to its security holders as soon as practical, but not later than one hundred and five (105) days after the close register or to qualify an offering of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 Registrable Securities under the Securities Act) covering laws of a twelve (12) month period beginning not later than state if as a condition to so doing the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness qualify to do business or to file a general consent to service of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase process in any such security state or right if jurisdiction, unless the Company is already subject to service in such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statementjurisdiction.

Obligations of Company. In connection with If and whenever the Company is required to use commercially reasonable efforts to effect the registration of the Registrable SecuritiesShares under the Securities Act as provided in section 2.1, the Company shall, as expeditiously as possible: (i) prepare promptly and within 10 days after Micron's receipt of a request pursuant to section 2.1 file with the SEC Commission the Registration Statement provided in Section 1(a) with respect requisite registration statement to effect such registration; provided, however, that before filing such registration statement or any amendments thereto, the Company will furnish to the Registrable Securities counsel for Simplot (and thereafter counsel for CIBC if Simplot or CIBC has notified Micron that the intended method of distribution includes dispositions of the Shares by CIBC) copies of all such documents proposed to use reasonable commercial efforts to cause such Registration Statement relating be filed, which documents will be subject to the Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleadingcounsel; (ii) prepare cause such registration statement to become and file with remain effective for a period of not more than five business days after the SEC such amendments DTC Deposit Date (including post-effective amendmentsas defined in subdivision (iii) below) 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 Shares covered by such registration statement, including without limitation the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance preparation and filing with the intended methods Commission of disposition by all required amendments and supplements to such registration statement or the Holders as set forth in the Registration Statementrelated prospectus; (iii) furnish, upon request, cooperate with Simplot and CIBC to facilitate the Holders preparation and delivery to The Depository Trust Company (A"DTC") promptly (the date of such delivery being hereinafter referred to as the "DTC Deposit Date") as soon as practicable after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy effectiveness of the Registration Statement registration statement of certificates representing Shares to be disposed of, which certificates shall not bear any restrictive legends and any shall be in a form eligible for deposit with DTC; and to enable such Shares to be registered in such names as Simplot or CIBC, as applicable, may request; (iv) furnish to Simplot (and CIBC if Simplot or CIBC has notified Micron that the intended method of distribution includes dispositions of Shares by CIBC) such number of conformed copies of such registration statement and of each such amendment theretoand supplement thereto (in each case including all exhibits), each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) such number of copies of a the prospectus contained in such registration statement (including each preliminary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, including a preliminary prospectus and all amendments and supplements thereto in conformity with the requirements of the Securities Act, and such other documents, as any Holder Simplot or CIBC, as applicable, may reasonably may request in order to facilitate the disposition of the Registrable SecuritiesShares in accordance with the intended method of disposition; (ivv) use reasonable commercial efforts to register and or qualify the Registrable Securities covered by the Registration Statement Shares under such other securities laws or blue sky laws of such jurisdictions as Simplot (or CIBC if Simplot or CIBC has notified Micron that the Holders intended method of at least sixty-six and two-thirds percent (662/3%distribution includes dispositions of Shares by CIBC) of the Registrable Securities being offered shall reasonably request and use reasonable efforts request, to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to keep such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and or qualifications in effect at all times during the Registration Period for so long as such registration statement remains in effect, and (C) take all any other actions action which may be reasonably necessary or advisable to qualify enable Simplot or CIBC, as applicable, to consummate the Registrable Securities for sale disposition in such jurisdictions; providedjurisdictions of the Shares, however, except that the Company shall not for any such purpose be required in connection therewith or as a condition thereto (A) to qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would not otherwise be required obligated to qualify but for this Section 1(c)(iv), (B) be so qualified or to subject itself consent to general taxation in any such jurisdiction, (C) to file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholdersjurisdiction; (vvi) for so long as such registration statement remains in effect, use all commercially reasonable efforts to cause all the Shares to be registered with or approved by such governmental agencies or authorities as Simplot (and CIBC if Simplot or CIBC has notified Micron that the intended method of distribution includes dispositions of Shares by CIBC) shall reasonably request to enable Simplot or CIBC, as applicable, to consummate the disposition of the Shares; (vii) notify Simplot (and CIBC if Simplot or CIBC has notified Micron that the intended method of distribution includes dispositions of Shares by CIBC) promptly as practicable after becoming aware and confirm such advice in writing promptly thereafter: (1) when the registration statement, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) of any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; and (4) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Shares for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such event purpose; (viii) notify Simplot and CIBC, at any time when with respect to the Shares a prospectus relating thereto is required to be delivered under the Securities Act, upon the Company's discovery that, or circumstance, notify upon the Holders happening of any event or circumstance of which Company has knowledge, as a result of which which, the prospectus included in the Registration Statementsuch 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 promptly prepare, file with the Commission and furnish to Simplot and CIBC 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 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, therein not misleading in the light of the circumstances under which they were made, not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five (105) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statementthen existing; (ix) during obtain the period Company is required to maintain withdrawal of any order suspending the effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit registration statement at the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)earliest possible moment; and (x) take otherwise comply with all other reasonable actions necessary to expedite applicable rules and facilitate disposition by the Holders regulations of the Registrable Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities pursuant Act and Rule 158 thereunder, and furnish to Simplot (and CIBC if Simplot or CIBC has notified Micron that the intended method of distribution includes dispositions of Shares by CIBC) at least five business days prior to the Registration Statementfiling thereof a copy of any amendment or supplement to such registration statement or prospectus and shall not file any thereof to which Simplot (or CIBC, if applicable) shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act.

Obligations of Company. In connection with i. Whenever the Company is required to use its best commercially reasonable efforts to effect or cause the registration of any Registrable Securities under the Registrable Securities, Company shall: (i) prepare promptly and file with the SEC the Registration Statement Securities Act as provided in Section 1(a) with respect to this section, the Registrable Securities and thereafter to use reasonable commercial efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleading; (ii) promptly prepare and file with the SEC Commission such amendments (including post-effective amendments) and supplements to the such Registration Statement and the prospectus used in connection with the Registration Statement therewith as may be necessary to keep the such Registration Statement effective at all times during the Registration Period, and during the Registration Period, comply with the provisions such prospectus current for a period not in excess of the Act with respect to the disposition of all Registrable Securities covered by the Registration Statement until such time nine months as all of such Registrable Securities have been disposed of may be necessary in accordance with the intended methods of disposition by the Holders as seller or sellers thereof set forth in the such Registration Statement;. (iii) furnish, upon request, ii. The Company will furnish to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy each seller of shares that number of copies of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or and supplement theretothereto (in each case including all exhibits), each letter written by or on behalf that number of Company to the SEC or the staff copies of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to prospectus included in such Registration Statement (other than any portion including each preliminary prospectus), in conformity with the requirements of any thereof which contains information for which Company has sought confidential treatment) and (B) such number of copies of a prospectusthe Securities Act, including a preliminary prospectus and all amendments and supplements thereto and such other documents, documents as any Holder such seller may reasonably may request in order to facilitate the disposition of the Registrable Securities;shares owned by such seller. (iv) use reasonable commercial efforts to register and qualify the Registrable Securities iii. The Company will notify each seller of any such securities covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the Registration Statement under such securities or blue sky laws of such jurisdictions as the Holders of at least sixty-six and two-thirds percent (662/3%) Securities Act, of the Registrable Securities being offered reasonably request and use reasonable efforts to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that Company shall not be required in connection therewith or as a condition thereto (A) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv), (B) to subject itself to general taxation in any such jurisdiction, (C) to file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders happening of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in the 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, and each seller will discontinue any sale of shares until the seller has been advised that the Registration Statement has been amended, supplemented or otherwise no longer contains 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. At the request of any such seller who has requested registration of Registrable Securities pursuant to this section, the Company will prepare and furnish to such seller 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 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, therein not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five (105) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statement.

Obligations of Company. In connection with the registration of the Registrable SecuritiesShares, Company shall: (i) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect to the Registrable Securities Shares and thereafter to use reasonable commercial efforts to cause such Registration Statement relating to the Registrable Securities Shares to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement Expiration Date (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities Shares shall not contain 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, in light of the circumstances in which they were made, not misleading; (ii) prepare and file with the SEC 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 Shares covered by the Registration Statement until such time as all of such Registrable Securities Shares have been disposed of in accordance with the intended methods of disposition by the Holders as set forth in the Registration Statement; (iii) furnish, upon request, furnish to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) such number of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto and such other documents, as any Holder reasonably may request in order to facilitate the disposition of the Registrable SecuritiesShares; (iv) use reasonable commercial efforts to register and qualify the Registrable Securities Shares covered by the Registration Statement under such securities or blue sky laws of such jurisdictions as the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being offered reasonably request and use reasonable efforts to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably necessary or advisable to qualify the Registrable Securities Shares for sale in such jurisdictions; provided, however, that Company shall not be required in connection therewith or as a condition thereto (A) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv), (B) to subject itself to general taxation in any such jurisdiction, (C) to file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities Shares pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five ninety (10590) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities Shares by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities Shares pursuant to the Registration Statement.

Obligations of Company. In connection with Whenever the Company is required by the provisions of this Agreement to use its reasonable best efforts to effect the registration of the Registrable Securities, the Company shall: : (i) prepare promptly and and, as soon as possible, file with the SEC the Registration Statement provided in Section 1(a) a registration statement with respect to the Registrable Securities Securities, and thereafter to use its reasonable commercial best efforts to cause such Registration Statement relating registration statement to become effective and to remain effective until the earlier of the sale of the Registrable Securities so registered or one hundred twenty (120) days subsequent to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of such registration provided, however, that if the -------- ------- Holders requesting a demand registration pursuant to an S-3 Registration Statement pursuant to Section 4 state in their request that they desire a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration"), then the “Company shall, solely in the first such instance, cause such registration statement to be a Shelf Registration Period”); submit and shall cause such registration statement to become effective and to remain effective until the earlier of the date of the sale of the Registerable Securities so registered or nine (9) months subsequent to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and effective date not later than forty-eight (48) hours after the submission of such requestregistration statement; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleading; (ii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement such registration statement and the prospectus used in connection with the Registration Statement therewith as may be necessary to make and to keep the Registration Statement such registration statement effective at all times during the Registration Period, and during the Registration Period, to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement until the earlier of the sale of the Registrable Securities covered by so registered or one hundred twenty (120) days subsequent to the Registration Statement until such time as all effective date of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holders as set forth registration statement, or, in the Registration Statement; case of a Shelf Registration, until the earlier of the sale of the Registerable Securities so registered or nine (9) months subsequent to the effective date of such registration statement; (iii) furnish, upon request, furnish to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) Holder such number of copies of a prospectus, any prospectus (including a any preliminary prospectus and all amendments and supplements thereto and such other documentsany amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as any such Holder may reasonably may request in order to facilitate effect the disposition offering and sale of the Registrable Securities; Securities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (iv) use its reasonable commercial best efforts to register and or qualify the Registrable Securities covered by such registration statement under the Registration Statement under such securities or blue sky laws of such jurisdictions states as Holder shall reasonably request, maintain any such registration or qualification current until the Holders earlier of at least sixty-six and two-thirds percent (662/3%) the sale of the Registrable Securities being offered reasonably request and use reasonable efforts so registered or one hundred twenty (120) days subsequent to (A) prepare and file the effective date of the registration statement, or, in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times case of a Shelf Registration, until the end earlier of the Registration Periodsale of the Registrable Securities so registered or nine (9) months subsequent to the effective date of such registration statement and, take any and all other actions either necessary or reasonably advisable to enable Holders to consummate the public sale or other disposition of the Registrable Securities in jurisdictions where such Holders desire to effect such sales or other disposition; (Bv) cause all Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which the same class of securities of the Company are then listed; and (vi) take all such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably either necessary or advisable reasonably desirable to qualify permit the Registrable Securities for sale held by a Holder to be registered and disposed of in such jurisdictions; providedaccordance with the method of disposition described herein, howeverincluding causing the Company's senior management to use their commercially reasonable efforts in the marketing of any securities pursuant to any underwritten public offering so registered. Notwithstanding the foregoing, that the Company shall not be required in connection therewith to register or to qualify an offering of the Registrable Securities under the laws of a state if as a condition thereto (A) to so doing the Company is required to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv), (B) to subject itself to general taxation in any such jurisdiction, (C) or to file a general consent to service of process in any such jurisdiction state or (D) to make any change in its Articles of Incorporation or Bylaws which jurisdiction, unless the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five (105) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required already subject to maintain effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any service in such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statementjurisdiction.

Obligations of Company. In connection with Whenever the Company is required by the provisions of this Agreement to use commercially efforts to effect the registration of the Registrable Securities, the Company shall: : (i) prepare promptly and, as soon as possible, file with the SEC a registration statement with respect to the Registrable Securities, and use commercially efforts to cause such registration statement to become effective and to remain effective until the earlier of the sale of the Registrable Securities so registered or 180 days subsequent to the effective date of such registration; (ii) furnish to counsel for the Holders prior to filing copies of all registration statements proposed to be filed pursuant to the requirements of this Agreement; (iii) notify Holders of the effectiveness of any registration statement required to be filed pursuant to this Agreement; (iv) prepare and file with the SEC such amendments and supplements to such registration statement and the Registration Statement provided prospectus used in Section 1(a) connection therewith as may be necessary to make and 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 proposed to be registered in such registration statement until the earlier of the sale of the Registrable Securities so registered or 180 days subsequent to the effective date of such registration statement; (v) furnish to any Holder such number of copies of any prospectus (including any preliminary prospectus and thereafter any amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as such Holder may reasonably request in order to use reasonable commercial efforts to cause such Registration Statement relating to effect the offering and sale of the Registrable Securities to become effective be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (vi) use commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such states as soon as possible after Holder shall reasonably request, maintain any such filing, and keep registration or qualification current until the Registration Statement effective at all times until two (2) years from earlier of the sale of the Registrable Securities so registered or 180 days subsequent to the effective date of the Registration Statement (registration statement, and take any and all other actions either necessary or reasonably advisable to enable Holders to consummate the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review public sale or other disposition of the Registration Statement will Registrable Securities in jurisdictions where such Holders desire to effect such sales or other disposition; (vii) take all such other actions either necessary or reasonably desirable to permit the Registrable Securities held by a Holder to be made by the staff registered and disposed of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees in accordance with the Holders that the Registration Statement method of disposition described herein; (including any amendments or supplements thereto and prospectuses contained thereinviii) notify each seller of Registrable Securities, at the any time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it when a prospectus relating thereto is required to be effective hereunder) delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Sections 3.1 and each such amendment and supplement 4.2 above, at the time it is filed with request of any such seller, the SEC and all times during which it is available for use in connection with Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the offer and sale purchasers of such Registrable Securities Securities, such prospectus shall not contain any an untrue statement of a material fact or omit to state a material any fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading; ; (iiix) prepare and file with the SEC 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 cause all times during the Registration Period, and during the Registration Period, comply with the provisions of the Act with respect to the disposition of all Registrable Securities 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 to be listed on each securities exchange on which similar securities issued by the Holders as set forth Company are then listed; (x) enter into such customary agreements (including underwriting agreements in the Registration Statement; (iii) furnish, upon request, to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatmentcustomary form) and (B) take all such number of copies other actions as the holders of a prospectus, including a preliminary prospectus and all amendments and supplements thereto and such other documents, as any Holder reasonably may request in order to facilitate the disposition of the Registrable Securities; (iv) use reasonable commercial efforts to register and qualify the Registrable Securities covered by the Registration Statement under such securities or blue sky laws of such jurisdictions as the Holders of at least sixty-six and two-thirds percent (662/3%) majority of the Registrable Securities being offered sold or the underwriters, if any, reasonably request and use reasonable efforts in order to expedite or facilitate the disposition of such Registrable Securities; (Axi) prepare and file make available for inspection by any seller of Registrable Securities, any underwriter participating in those jurisdictions such amendments (including post-effective amendments) and supplements any disposition pursuant to such registrations registration statement and qualifications as may be necessary any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountant to maintain supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; and, (xii) in the event of the issuance of any stop order suspending the effectiveness thereof at all times until of a registration statement, or of any order suspending or preventing the end use of any related prospectus or suspending the Registration Period, (B) take qualification of any common stock included in such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably necessary or advisable to qualify the Registrable Securities registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such jurisdictions; providedorder. Notwithstanding the foregoing, however, that the Company shall not be required in connection therewith to register or to qualify an offering of the Registrable Securities under the laws of a state if as a condition thereto (A) to so doing the Company is required to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv), (B) to subject itself to general taxation in any such jurisdiction, (C) or to file a general consent to service of process in any such jurisdiction state or (D) to make any change in its Articles of Incorporation or Bylaws which jurisdiction, unless the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five (105) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required already subject to maintain effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any service in such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statementjurisdiction.

Obligations of Company. In connection with the registration of the Registrable Securities, Company shall: (i) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect to the Registrable Securities and thereafter to use reasonable commercial efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleading; (ii) prepare and file with the SEC 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 Act with respect to the disposition of all Registrable Securities 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 Holders as set forth in the Registration Statement; (iii) furnish, upon request, to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) such number of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto and such other documents, as any Holder reasonably may request in order to facilitate the disposition of the Registrable Securities; (iv) use reasonable commercial efforts to register and qualify the Registrable Securities covered by the Registration Statement under such securities or blue sky laws of such jurisdictions as the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being offered Series D Preferred Shares and Common Shares reasonably request and use reasonable efforts to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that Company shall not be required in connection therewith or as a condition thereto (A) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv), (B) to subject itself to general taxation in any such jurisdiction, (C) to file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities Series D Preferred Shares and Common Shares being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five (105) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statement.

Obligations of Company. In connection (a) Whenever Company is required by the provisions of this Agreement to effect a Demand Registration, Company shall (i) prepare and, as soon as reasonably possible, and in no event later than sixty (60) days after a Demand, file with the SEC a registration of statement on Form S-3 with respect to the Registrable Securities, Company shalland shall use its best efforts to cause such registration statement to become effective and to remain effective until such date as there remain no Registrable Securities beneficially owned by the Holder (the "Full Sale Date"); (ii) 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 make and 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 proposed to be registered pursuant to such registration statement until the earlier of the Full Sale Date or such time as Holder may sell all of the shares of Registrable Securities pursuant to Rule 144 within a three month period; and (iii) take all such other action either necessary or desirable to permit the shares of Registrable Securities held by Holder to be registered and disposed of in accordance with the method of disposition described herein. (b) In connection with any registration statement, the following provisions shall apply: (i) prepare promptly and file Company shall furnish to the Holder, five (5) days prior to the filing thereof with the SEC the Registration Statement provided in Section 1(a) with respect SEC, a copy of any registration statement, and each amendment thereof and each amendment or supplement, if any, to the Registrable Securities prospectus included therein and thereafter to shall use its reasonable commercial efforts to cause reflect in each such Registration Statement relating to the Registrable Securities to become effective as soon as possible after such filingdocument, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first when so filed with the SEC, at such comments as the time it is ordered effective Holder and its counsel reasonably may propose. (ii) Company shall use its best efforts to ensure that: (A) any registration statement and any amendment thereto and any prospectus forming part thereof and any amendment or supplement thereto (and each report or other document incorporated therein by reference) complies in all material respects with the SEC Securities Act and at all times during which it is required to be effective hereunderthe Securities Exchange Act of 1934, as amended (the "Exchange Act") and each such the respective rules and regulations thereunder, (B) any registration statement and any amendment and supplement at the time thereto does not, when it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading; (ii) prepare and file with the SEC 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 Act with respect to the disposition of all Registrable Securities 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 Holders as set forth in the Registration Statement; (iii) furnish, upon request, to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) such number of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto and such other documents, as any Holder reasonably may request in order to facilitate the disposition of the Registrable Securities; (iv) use reasonable commercial efforts to register and qualify the Registrable Securities covered by the Registration Statement under such securities or blue sky laws of such jurisdictions as the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being offered reasonably request and use reasonable efforts to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that Company shall not be required in connection therewith or as a condition thereto (A) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv), (B) to subject itself to general taxation in any such jurisdiction, (C) to file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders prospectus forming part of any event registration statement, and any amendment or circumstance of which Company has knowledgesupplement to such prospectus, as a result of which the prospectus included in the Registration Statement, as then in effect, includes does not include an untrue statement of a material fact or omits omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (A) Company shall promptly: (1) advise the Holder when a registration statement and any amendment thereto has been filed with the SEC and when the registration statement or any post-effective amendment thereto has become effective; and (2) if requested by Holder, provide copies of any written comments received from the SEC relating to the registration statement or the prospectus included therein and any amendments or supplements thereto. (B) Company shall promptly advise Holder and, if requested by Holder, confirm such advice in writing of: (1) the issuance by the SEC of any stop order suspending effectiveness of the registration statement or the initiation of any proceedings for that purpose; (2) the receipt by Company of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (3) the happening of any event that requires the making of any changes in the registration statement or the prospectus so that, as of such date, the registration statement and the prospectus do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading (which advice shall be accompanied by an instruction to suspend the use of the prospectus relating to the Registrable Securities until the requisite changes have been made). (iv) Company shall use its best efforts to prevent the issuance, and if issued to obtain the withdrawal, of any order suspending the effectiveness of the registration statement relating to the Registrable Securities at the earliest possible time. (v) Company shall furnish to Holder with respect to the registration statement relating to the Registrable Securities, without charge, such number of copies of such registration statement and any post-effective amendment thereto, including financial statements and schedules, and all reports, other documents and exhibits (including those incorporated by reference) as Holder shall reasonably request. (vi) Company shall furnish to Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) relating to the Registrable Securities, in conformity with the requirements of the Securities Act, as the Holder may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Company shall be required under the provisions hereof to cause the registration statement to remain current, and Company consents (except during the continuance of any event described in Section 3(b)(iii)(B)(3)) to the use of the prospectus or any amendment or supplement thereto by Holder in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto. (vii) Prior to any offering of Registrable Securities pursuant to any registration statement, Company shall use its reasonable best efforts to register or qualify the shares of Registrable Securities covered by such registration statement under the securities or blue sky laws of such states as Holder shall reasonably request, maintain any such registration or qualification current until the earlier of the sale of the shares of Registrable Securities so registered or ninety (90) days subsequent to the effective date of the registration statement, and do any and all other acts and things either reasonably necessary or advisable to enable Holder to consummate the public sale or other disposition of the shares of Registrable Securities in jurisdictions where Holder desires to effect such sales or other disposition; provided, however, that Company shall not be required to take any action that would subject it to the general jurisdiction of the courts of any jurisdiction in which it is not so subject or to qualify as a foreign corporation in any jurisdiction where Company is not so qualified. (viii) In connection with any offering of shares of Registrable Securities registered pursuant to this Agreement, Company shall (x) furnish the Holder, at Company's expense, on a timely basis with certificates free of any restrictive legends representing ownership of the shares of Registrable Securities being sold in such denominations and registered in such names as the Holder shall request and (y) instruct the transfer agent and registrar of the Registrable Securities to release any stop transfer orders with respect to the shares of Registrable Securities. (ix) Upon the occurrence of any event contemplated by Section 3(b)(iii)(B)(3) above, Company shall promptly prepare a post-effective amendment to any registration statement or an amendment or supplement to the related prospectus or file any other required document so that, as thereafter delivered to Holder of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request;. (vix) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) Company shall make generally available to its security holders or otherwise provide in accordance with Section 11(a) of the Securities Act as soon as practical, but not later than one hundred and five (105) days practicable after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement;applicable registration statement an earnings statement satisfying the provisions of Section 11(a) of the Securities Act. (ixxi) during Company shall, if requested, promptly include or incorporate in a prospectus supplement or post-effective amendment to a registration statement, such information as the period Company is required to maintain effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders managing underwriters administering an underwritten offering of the Registrable Securities registered thereunder reasonably request to be included therein and to which Company does not reasonably object and shall make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after they are notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment. (xii) If requested by Holder, Company shall enter into an underwriting agreement with a nationally recognized investment banking firm or firms containing representations, warranties, indemnities and agreements then customarily included by an issuer in underwriting agreements with respect to secondary underwritten distributions, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures substantially identical to those set forth in Section 3 (or such other provisions and procedures acceptable to the managing underwriters, if any) with respect to all parties to be indemnified pursuant to Section 4. (xiii) Company will use its best efforts to cause the Registration StatementRegistrable Securities to be admitted for quotation on the New York Stock Exchange or other stock exchange or trading system on which the Common Stock primarily trades on or prior to the effective date of any registration statement hereunder. (c) With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Registrable Securities to the public without registration, Company agrees to: (i) Make and keep public information available, as those terms are understood and defined in and interpreted under Rule 144 (or any successor provision) of the Securities Act, at all times; (ii) During the term of this Agreement, to furnish to Holder upon request (A) a written statement by Company as to its compliance with the reporting requirements of Rule 144, (B) a copy of the most recent annual or quarterly report of Company, if any, and (C) such other reports and documents of Company as the Holders may reasonably request in availing itself of any rule or regulation of the SEC allowing Holder to sell any such securities without registration.

Obligations of Company. In connection with the obligations of the Company with respect to the registration of the Registrable SecuritiesSecurities contemplated herein, the Company shall: (i) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect to the Registrable Securities and thereafter to use reasonable commercial efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleading; (iia) prepare and file with the SEC such amendments and supplements (including post-effective amendmentsrequired periodic reporting filings under the 1934 Act) and supplements to the such Registration Statement and the prospectus used in connection with the Registration Statement Prospectus included xxxxxxx as may be necessary to keep such Registration Statement effective for the applicable period; cause the Prospectus to be amended or supplemented as required and to be filed as required by Rule 424 or any similar rule that may be adopted under the 1933 Act; respond as promptly as practicable to any comments received from the SEC with respect to the Registration Statement or any amendment thereto; and comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Purchasers thereof. The Company shall keep the Registration Statement effective at all times during the Registration Period, and during period continuing until the Registration Period, comply with earlier of (i) the provisions of date when the Act with respect to the disposition of Purchasers may sell all Registrable Securities covered under Rule 144 without volume or other restrictions or limits or (ii) the date the Purchasers no longer own any of the Registrable Securities. Notwithstanding anything to the contrary contained herein, the Company shall not be required to take any of the actions described in the sentence above (i) to the extent that the Company is in possession of material non-public information (such that it has been advised by counsel that a failure to disclose such information would constitute a material omission from the prospectus) and it delivers written notice to each such Purchaser of Registrable Securities to the effect that such selling Purchaser may not make offers or sales under the Registration Statement until for a period not to exceed 30 days from the date of such notice, or has executed a letter of intent for a material merger, acquisition or disposition transaction and it delivers written notice to each such Purchaser of Registrable Securities to the effect that such selling Purchaser may not make offers or sales under the Registration Statement for a period not to exceed 60 days from the date of such notice; provided, however, that the Company may deliver only two such notices within any 12-month period, or (ii) to the extent that such registration would require initial or continuing disclosure of events or proceedings yet unreported that, in the opinion of the Board of Directors of the Company, would not be in the best interests of the Company and its stockholders and such disclosure is not otherwise required under applicable law (including applicable securities laws), and the Company delivers written notice to each such Purchaser of Registrable Securities to the effect that such selling Purchaser may not make offers or sales for a period not to exceed 60 days from the date of such notice; provided, however, that the Company may deliver only one such notice within any 365-day period. The Purchasers shall promptly provide to the Company such information as the Company reasonably requests in order to identify such Purchaser and the method of distribution in a post-effective amendment to the Registration Statement or a supplement to the Prospectus. Such Purchaser also shall notify the Company in writing upon completion of such offer or sale or at such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holders as set forth in Purchaser no longer intends to make offers or sales under the Registration Statement; (iii) furnish, upon request, to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) such number of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto and such other documents, as any Holder reasonably may request in order to facilitate the disposition of the Registrable Securities; (ivb) use reasonable commercial its best efforts to register and or qualify the Registrable Securities covered by the time the Registration Statement is declared effective by the SEC under such all applicable state securities or blue sky laws of such jurisdictions in the United States and its territories and possessions as the Holders any Purchaser of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being offered covered by the Registration Statement shall reasonably request in writing and use reasonable efforts to (A) prepare and file in those jurisdictions keep each such amendments (including post-registration or qualification effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the period such Registration Period and (C) take all other actions reasonably necessary Statement is required to be kept effective or advisable during the period offers or sales are being made by a Purchaser that has delivered a Registration Notice to qualify the Registrable Securities for sale in such jurisdictionsCompany, whichever is shorter; provided, however, that in connection therewith, the Company shall not be required in connection therewith or to qualify as a condition thereto (A) to qualify foreign corporation to do business or to register as a broker or dealer in any such jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv)or register, (B) to subject itself to general taxation in any such jurisdiction, (C) to or file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholdersjurisdiction; (vc) as notify each selling Purchaser of Registrable Securities promptly as practicable after becoming aware and, if requested by such Purchaser, confirm in writing, when the Registration Statement and any post-effective amendments thereto have become effective, when any amendment or supplement to the Prospectus has been filed with the SEC, of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Registration Statement or any part thereof or the initiation of any proceedings for that purpose, if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for offer or sale in any jurisdiction or the initiation of any proceeding for such event or circumstancepurpose, notify and of the Holders happening of any event or circumstance of which Company has knowledge, during the period the Registration Statement is effective as a result of which the prospectus included in the such Registration Statement, as then in effect, includes an Statement contains any 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 or the Prospectus as then amended or supplemented contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, and use its reasonable commercial efforts promptly however, that the Company shall not be obligated to prepare a supplement and furnish any prospectus supplements or amendment amendments relating to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC any material nonpublic information at any such time as shall permit the Holders Board of Directors of the Company has determined that, for good business reasons, the disclosure of such material nonpublic information at that time would be materially detrimental to sell Registrable Securities the Company in the circumstances and is not otherwise required under applicable law (including applicable securities laws); provided, further, that the Company may only delay its obligations pursuant to the Registration Statement as promptly as practicable, and deliver aforementioned proviso for a number period of copies of such supplement or amendment to 60 days in any Holder as such Holder may reasonably request180-day period; (vid) as promptly as practicable after becoming aware of such event, notify use its best efforts to obtain the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC withdrawal of any stop order or other suspension of suspending the effectiveness of the Registration Statement at the earliest possible timeor any part thereof as promptly as possible; (viie) cooperate with the selling Purchasers of Registrable Securities to facilitate the timely preparation and delivery of unlegended certificates representing Registrable Securities to be sold; and enable unlegended certificates for such Registrable Securities to be issued for such numbers of shares and registered in such names as the selling Purchasers may reasonably request at least two business days prior to any sale of Registrable Securities; (f) use its best efforts to maintain the listing of the Common Stock on the securities market on which the Common Stock are now listed or on another national securities exchange or national market system, as those terms are used under the 1934 Act; (g) use its best efforts to cause all Registrable Securities to be listed on any securities market or exchange on which similar securities issued by the Company are then listed; and (h) provide a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all Registrable Securities, not later than the effective date of the Registration Statement. (i) permit one legal a single firm of counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold Purchasers to review and comment on 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 SEC SEC, and not file any document in a form to pay which such counsel reasonably objects (a "Disputed Document"); provided, however, that if Purchaser's counsel objects to such a Disputed Document, the reasonable Required Filing Date and the Required Effectiveness Date provided in Section 2.01 above shall be extended for such period of time as it requires for the Company's counsel and Purchaser's counsel to agree on changes to such Disputed Document. The Company shall be responsible for payment of legal fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five (105) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness Purchaser's counsel for review of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right a maximum amount of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statement$2,000.

Obligations of Company. In connection with Company will use all reasonable efforts to do the registration of the Registrable Securities, Company shallfollowing: (ia) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect On or prior to the Registrable Securities and thereafter to use reasonable commercial efforts to cause such Registration Statement relating First Common Stock Issuance Date or a Subsequent Common Stock Issuance Date, to the Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement (the “Registration Period”); submit extent that Shares are not otherwise eligible for sale to the SECpublic under Rule 144 without registration, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, cause a request for acceleration of the effectiveness of the Shelf Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared be effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any file such post-effective amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to as may be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make keep such registration statement effective until the statements therein, in light of the circumstances in which they were made, not misleading;relevant Termination Date. (iib) prepare Prepare and file with the SEC such amendments (including post-effective amendments) amendments and supplements to the a Shelf Registration Statement and the prospectus used in connection with the Registration Statement Prospectus 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 Shares covered by the such Shelf Registration Statement until and to keep such time Shelf Registration Statement effective and cause the Prospectus as so supplemented to be filed pursuant to the Securities Act in a timely manner and to comply fully with the applicable provisions of the Securities Act and use all reasonable efforts to comply with the provisions of the Securities Act with respect to the disposition of all Shares covered by such Registrable Securities have been disposed of Shelf Registration Statement in accordance with the intended methods method of disposition by the Holders distribution as set forth therein, in the Registration Statement;each case subject to all reasonably requested cooperation of Sellers. (iiic) furnish, upon request, Furnish to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy Stockholders without charge such numbers of the Registration Statement and any amendment thereto, copies of each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Shelf Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatmentincluding documents incorporated by reference therein and exhibits thereto) and (B) such number of copies of a prospectusProspectus, including a preliminary prospectus and all amendments and supplements thereto prospectus, in conformity with the requirements of the Securities Act, and such other documents, documents as any Holder they may reasonably may request from time to time in order to facilitate the disposition of the Registrable Securities;Shares held by them. (ivd) use reasonable commercial efforts to register Register and qualify the Registrable Securities Shares covered by the a Shelf Registration Statement under such state securities or blue sky laws of such jurisdictions as the Holders of at least sixty-six reasonably requested by Stockholders and two-thirds percent (662/3%) of the Registrable Securities being offered reasonably request do any and use reasonable efforts to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions acts or things reasonably necessary or advisable to qualify enable the Registrable Securities for sale disposition in such jurisdictionsjurisdictions of the Shares covered by such Shelf Registration Statement; provided, however, provided that Company shall will not be required in connection therewith or as a condition thereto (A) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv), (B) to subject itself to general taxation in any such jurisdiction, (C) or to file a general consent to service of process in any such jurisdiction states or jurisdictions. (De) to make Promptly notify Stockholders at any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines time when a Prospectus is required to be contrary to delivered under the best interests Securities Act of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders happening of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in the Registration StatementProspectus, 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 thereintherein not misleading or incomplete in the light of the circumstances then existing, and following such notification promptly prepare and file an appropriate supplement or amendment to the relevant Shelf Registration Statement and cause such supplement or amendment to be declared effective (to the extent required under the Securities Act) and/or promptly prepare and furnish to Stockholders a reasonable number of copies of a supplement to or an amendment of the Prospectus as may be necessary so that, as thereafter delivered to the purchasers of shares covered by such Shelf Registration Statement, the Prospectus will 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 or incomplete in light of the circumstances under which they were madethen existing. (f) Furnish to Sellers Representative, not misleadingbefore filing with the SEC, copies of each Shelf Registration Statement and the Prospectus, and use its reasonable commercial efforts promptly any pre-effective or post-effective amendments thereof, which documents will be subject to prepare a the review of Sellers Representative; and consider any requests for additions to or modifications of such Shelf Registration Statement and the Prospectus and any pre-effective or post-effective amendments thereto reasonably made by Sellers Representative within two Business Days of Company’s delivery of the copies thereof. (g) Promptly notify Sellers Representative, (i) when the Prospectus, any Prospectus supplement or any post-effective amendment to the a Shelf Registration Statement has been filed, and, with respect to correct such untrue statement Shelf Registration Statement or omissionany post-effective amendment thereto, file such supplement or amendment with when the same has become effective, (ii) of any request by the SEC at such time as shall permit the Holders for amendments to sell Registrable Securities pursuant a Shelf Registration Statement or amendments or supplements to the Registration Statement as promptly as practicableProspectus or for additional information relating thereto, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwritersiii) of the issuance by the SEC of any stop order or other suspension of suspending the effectiveness of the a Shelf Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Shares covered by such Shelf Registration Statement for offering or sale in any jurisdiction or of the initiation of any proceeding for any of the preceding purposes. (h) If at any time the SEC issues any stop order suspending the effectiveness of a Shelf Registration Statement, or any state securities commission issues an order suspending the qualification or exemption from qualification of the Shares covered by such Shelf Registration Statement under state securities or Blue Sky laws, use all reasonable efforts to obtain the withdrawal of lifting of such order at the earliest possible time;. (viii) permit one legal counsel designated If made by Sellers Representative prior to the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold relevant Termination Date, consider any reasonable requests to review and comment on the incorporate information in a Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment, if necessary, and all amendments and supplements thereto a reasonable period further consider making the required filings of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by any such counsel; (viii) make generally available to its security holders Prospectus supplement or post-effective amendment as soon as practical, but not later than one hundred and five (105) days practicable after the close Company is notified of the period covered thereby, an earnings statement (matters to be incorporated in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the such Prospectus supplement or post-effective date of the Registration Statement;amendment. (ixj) during Cause the period Company is required to maintain effectiveness of the Shares covered by a Shelf Registration Statement pursuant to Section 1(c)(i)be listed or traded on the New York Stock Exchange, Company shall not bid for The Nasdaq National Market or purchase any such other national securities exchange or automated quotation system on which the Common Stock is then listed or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statementquoted.

Obligations of Company. In connection with the registration of the Registrable Securities, Company shall: (i) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect to the Registrable Securities and thereafter to use reasonable commercial efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleading; (ii) prepare and file with the SEC 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 Act with respect to the disposition of all Registrable Securities 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 Holders as set forth in the Registration Statement; (iii) furnish, upon request, to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) such number of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto and such other documents, as any Holder reasonably may request in order to facilitate the disposition of the Registrable Securities; (iv) use reasonable commercial efforts to register and qualify the Registrable Securities covered by the Registration Statement under such securities or blue sky laws of such jurisdictions as the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities New Unsecured Notes and the Common Shares being offered reasonably request and use reasonable efforts to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that Company shall not be required in connection therewith or as a condition thereto (A) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv), (B) to subject itself to general taxation in any such jurisdiction, (C) to file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities New Unsecured Notes and the Common Shares being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five (105) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statement.

Obligations of Company. In connection with the obligations of the Company with respect to the registration of the Registrable SecuritiesSecurities contemplated herein, the Company shall: (i) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect to the Registrable Securities and thereafter to use reasonable commercial efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleading; (iia) prepare and file with the SEC such amendments and supplements (including post-effective amendmentsrequired periodic reporting filings under the 0000 Xxx) and supplements to the such Registration Statement and the prospectus used in connection with the Registration Statement Prospectus included therein as may be necessary to keep such Registration Statement effective for the applicable period; cause the Prospectus to be amended or supplemented as required and to be filed as required by Rule 424 or any similar rule that may be adopted under the 1933 Act; respond as promptly as practicable to any comments received from the SEC with respect to the Registration Statement or any amendment thereto; and comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Purchaser thereof. The Company shall keep the Registration Statement effective at all times during the Registration Period, and during period continuing until the Registration Period, comply with earlier of (i) the provisions of date when the Act with respect to the disposition of Purchaser may sell all Registrable Securities covered under Rule 144 without volume or other restrictions or limits or (ii) the date the Purchaser no longer own any of the Registrable Securities. Notwithstanding anything to the contrary contained herein, the Company shall not be required to take any of the actions described in the sentence above (i) to the extent that the Company is in possession of material non-public information (such that it has been advised by counsel that a failure to disclose such information would constitute a material omission from the prospectus) and it delivers written notice to each such Purchaser of Registrable Securities to the effect that such selling Purchaser may not make offers or sales under the Registration Statement until for a period not to exceed 30 days from the date of such notice, or has executed a letter of intent for a material merger, acquisition or disposition transaction and it delivers written notice to each such Purchaser of Registrable Securities to the effect that such selling Purchaser may not make offers or sales under the Registration Statement for a period not to exceed 60 days from the date of such notice; provided, however, that the Company may deliver only two such notices within any 12-month period, or (ii) to the extent that such registration would require initial or continuing disclosure of events or proceedings yet unreported that, in the opinion of the Board of Directors of the Company, would not be in the best interests of the Company and its stockholders and such disclosure is not otherwise required under applicable law (including applicable securities laws), and the Company delivers written notice to each such Purchaser of Registrable Securities to the effect that such selling Purchaser may not make offers or sales for a period not to exceed 60 days from the date of such notice; provided, however, that the Company may deliver only one such notice within any 365-day period. The Purchaser shall promptly provide to the Company such information as the Company reasonably requests in order to identify such Purchaser and the method of distribution in a post-effective amendment to the Registration Statement or a supplement to the Prospectus. Such Purchaser also shall notify the Company in writing upon completion of such offer or sale or at such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holders as set forth in Purchaser no longer intends to make offers or sales under the Registration Statement; (iii) furnish, upon request, to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) such number of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto and such other documents, as any Holder reasonably may request in order to facilitate the disposition of the Registrable Securities; (ivb) use reasonable commercial its best efforts to register and or qualify the Registrable Securities covered by the time the Registration Statement is declared effective by the SEC under such all applicable state securities or blue sky laws of such jurisdictions in the United States and its territories and possessions as the Holders any Purchaser of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being offered covered by the Registration Statement shall reasonably request in writing and use reasonable efforts to (A) prepare and file in those jurisdictions keep each such amendments (including post-registration or qualification effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the period such Registration Period and (C) take all other actions reasonably necessary Statement is required to be kept effective or advisable during the period offers or sales are being made by a Purchaser that has delivered a Registration Notice to qualify the Registrable Securities for sale in such jurisdictionsCompany, whichever is shorter; provided, however, that in connection therewith, the Company shall not be required in connection therewith or to qualify as a condition thereto (A) to qualify foreign corporation to do business or to register as a broker or dealer in any such jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv)or register, (B) to subject itself to general taxation in any such jurisdiction, (C) to or file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholdersjurisdiction; (vc) as notify each selling Purchaser of Registrable Securities promptly as practicable after becoming aware and, if requested by such Purchaser, confirm in writing, when the Registration Statement and any post-effective amendments thereto have become effective, when any amendment or supplement to the Prospectus has been filed with the SEC, of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Registration Statement or any part thereof or the initiation of any proceedings for that purpose, if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for offer or sale in any jurisdiction or the initia­tion of any proceeding for such event or circumstancepurpose, notify and of the Holders happening of any event or circumstance of which Company has knowledge, during the period the Registration Statement is effective as a result of which the prospectus included in the such Registration Statement, as then in effect, includes an Statement contains any 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 or the Prospectus as then amended or supplemented contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, and use its reasonable commercial efforts promptly however, that the Company shall not be obligated to prepare a supplement and furnish any prospectus supplements or amendment amendments relating to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC any material nonpublic information at any such time as shall permit the Holders Board of Directors of the Company has determined that, for good business reasons, the disclosure of such material nonpublic information at that time would be materially detrimental to sell Registrable Securities the Company in the circumstances and is not otherwise required under applicable law (including applicable securities laws); provided, further, that the Company may only delay its obligations pursuant to the Registration Statement as promptly as practicable, and deliver aforementioned proviso for a number period of copies of such supplement or amendment to 60 days in any Holder as such Holder may reasonably request180-day period; (vid) as promptly as practicable after becoming aware of such event, notify use its best efforts to obtain the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC withdrawal of any stop order or other suspension of suspending the effectiveness of the Registration Statement at the earliest possible timeor any part thereof as promptly as possible; (viie) cooperate with the selling Purchaser of Registrable Securities to facilitate the timely preparation and delivery of unlegended certificates representing Registrable Securities to be sold; and enable unlegended certificates for such Registrable Securities to be issued for such numbers of shares and registered in such names as the selling Purchaser may reasonably request at least two business days prior to any sale of Registrable Securities; (f) use its best efforts to maintain the listing of the Common Stock on the securities market on which the Common Stock are now listed or on another national securities exchange or national market system, as those terms are used under the 1934 Act; (g) use its best efforts to cause all Registrable Securities to be listed on any securities market or exchange on which similar securities issued by the Company are then listed; and (h) provide a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all Registrable Securities, not later than the effective date of the Registration Statement. (i) permit one legal a single firm of counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold Purchaser to review and comment on 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 SEC SEC, and not file any document in a form to pay which such counsel reasonably objects (a "Disputed Document"); provided, however, that if Purchaser's counsel objects to such a Disputed Document, the reasonable Required Filing Date and the Required Effectiveness Date provided in Section 2.01 above shall be extended for such period of time as it requires for the Company's counsel and Purchaser's counsel to agree on changes to such Disputed Document. The Company shall be responsible for payment of legal fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five (105) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness Purchaser's counsel for review of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right a maximum amount of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statement$2,000.

Obligations of Company. In connection with Whenever the Company is required by the provisions of this Agreement to use its best efforts to effect the registration of the Registrable Securities or Employee Registrable Securities, the Company shall: shall (i) prepare promptly and and, as soon as possible, file with the SEC the Registration Statement provided in Section 1(a) a registration statement with respect to the Registrable Securities or Employee Registrable Securities, and thereafter to use reasonable commercial its best efforts to cause such Registration Statement relating registration statement to become effective and to remain effective until the earlier of the sale of the Registrable Securities or Employee Registrable Securities so registered or ninety (90) days subsequent to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement (the “Registration Period”)such registration; submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleading; (ii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement such registration statement and the prospectus used in connection with the Registration Statement therewith as may be necessary to make and to keep the Registration Statement such registration statement effective at all times during the Registration Period, and during the Registration Period, to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement until the earlier of the sale of the Registrable Securities covered by or Employee Registrable Securities so registered or ninety (90) days subsequent to the Registration Statement until such time as all effective date of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holders as set forth in the Registration Statement; registration statement, (iii) furnish, upon request, furnish to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC any Preferred Holder or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) Key Management Holder such number of copies of a prospectus, any prospectus (including a any preliminary prospectus and all amendments and supplements thereto and such other documentsany amended or supplemented prospectus), in conformity with the requirement of the Securities Act, as any such Preferred Holder or Key Management Holder may reasonably may request in order to facilitate effect the disposition offering and sale of the Registrable Securities; Securities or Employee Registrable Securities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (iv) use its commercially reasonable commercial efforts to register and or qualify the Registrable Securities or Employee Registrable Securities covered by such registration statement under the Registration Statement under such securities or blue sky laws of such jurisdictions states as the Holders Preferred Holder or Key Management Holder shall reasonably request, maintain any such registration or qualification current until the earlier of at least sixty-six and two-thirds percent (662/3%) the sale of the Registrable Securities being offered reasonably request and use reasonable efforts to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably necessary or advisable to qualify the Employee Registrable Securities for sale in such jurisdictions; provided, however, that Company shall not be required in connection therewith so registered or as a condition thereto ninety (A) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv), (B) to subject itself to general taxation in any such jurisdiction, (C) to file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five (10590) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following subsequent to the effective date of the Registration Statement; (ix) during registration statement, and take any and all other actions either necessary or advisable to enable Preferred Holders or Key Management Holders to consummate the period Company is required to maintain effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock public sale or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant or Employee Registrable Securities in jurisdictions where such Preferred Holders or Key Management Holders desire to effect such sales or other disposition; and (v) take all such other actions either necessary or desirable to permit the Registration StatementRegistrable Securities or Employee Registrable Securities held by a Preferred Holder or Key Management Holder to be registered and disposed of in accordance with the method of disposition described herein.

Obligations of Company. In connection The Company shall, subject to the terms and conditions hereof, use its commercially reasonable efforts to: (a) Keep the Current Shelf Registration Statement effective during the Registration Period. If the Current Shelf Registration Statement covering resales of the Registrable Shares ceases to be effective for any reason at any time during the Registration Period (other than because all securities registered thereunder shall have been resold pursuant thereto), or ceases to constitute an Automatic Shelf Registration Statement, the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days after such cessation of effectiveness amend the Current Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Act, registering the resale of the Registrable Securities from time to time by the Holder (a “Shelf Registration Statement” and, collectively with the Current Shelf Registration Statement, a “Registration Statement”) so that all Registrable Securities outstanding as of the date of such filing are covered by a Registration Statement. Any such Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of the Registrable Securities, Company shall: (i) prepare promptly and file Securities for resale by the Holder in accordance with the SEC methods of distribution elected by the Holder and set forth in the Shelf Registration Statement provided in Section 1(a) with respect and shall be designated by the Company as an Automatic Shelf Registration Statement if the Company is then eligible to file an Automatic Shelf Registration Statement on Form S-3 for the Registrable Securities and thereafter to purposes contemplated by this Agreement. If such Shelf Registration Statement is not an Automatic Shelf Registration Statement, the Company shall use its commercially reasonable commercial efforts to cause such Shelf Registration Statement relating to the Registrable Securities to become effective as soon promptly as possible is practicable after such filing, filing and to keep the such Shelf Registration Statement continuously effective at all times until two (2) years from the effective date end of the Registration Statement (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleading;. (iib) prepare Prepare and file promptly with the SEC such amendments (including post-effective amendments) and supplements to the any Registration Statement and the prospectus used in connection with the Registration Statement such 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 Act with respect to the disposition of all the Registrable Securities covered by such Registration Statement for the Registration Statement until Period. (c) Before filing any Registration Statement, prospectus or prospectus supplement or any amendments or supplements thereto with the SEC, furnish to the Holder copies of all such time documents proposed to be filed at least two business days, or such shorter period as all may be commercially reasonable under the circumstances, prior to the filing of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holders as set forth in the Registration Statement; (iii) furnish, upon request, to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any or amendment thereto, each preliminary prospectus and or amendment or supplement thereto or prospectus and each supplement or amendment or supplement thereto. (d) The Company agrees that, each letter unless it obtains the prior written by or on behalf consent of Company the Holder, and the Holder agrees that, unless it obtains the prior written consent of the Company, it will not make any offer relating to the SEC Registrable Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed with the SEC. The Company represents that any Issuer Free Writing Prospectus prepared by it or authorized by it in writing for use by the Holder will not include any information that conflicts with the information contained in the Current Shelf Registration Statement or the staff prospectus supplement or any other Shelf Registration Statement and related prospectus, as applicable, and, any such Issuer Free Writing Prospectus, when taken together with the information in the Current Shelf Registration Statement and the prospectus supplement or any other Shelf Registration Statement and related prospectus, as applicable, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the SEC and each item of correspondence from circumstances under which they were made, not misleading. (e) Furnish to the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) Holder such number of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto any prospectus supplement in conformity with the requirements of the Act and such other documents, documents as any the Holder may reasonably may request in order to facilitate the disposition of Registrable Securities owned by the Registrable Securities;Holder. (ivf) use Use its commercially reasonable commercial efforts to register and qualify the Registrable Securities securities covered by the Registration Statement under such securities or blue sky laws of such jurisdictions as the Holders of at least sixty-six and two-thirds percent (662/3%) states of the Registrable Securities being offered United States as shall be reasonably request and use reasonable efforts to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain requested by the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictionsHolder; provided, however, that the Company shall not be required in connection therewith or as a condition thereto (A) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv)business, (B) to subject itself to general taxation in any such jurisdiction, (C) other than with respect to the registration of securities or to file a general consent to service of process in any such jurisdiction states or jurisdictions. (Dg) If requested by Holder, to make use its commercially reasonable efforts to prepare and file a shelf prospectus in one or more of the Provinces of Canada, other than Quebec, as may be requested by Holder, under National Instrument 71-101 — The Multijurisdictional Disclosure System (“NI 71-101”) covering the registration of all of the Registrable Securities for an offering to be made on a continuous basis in such Provinces of Canada (each a “Canadian Prospectus”), provided, however, that (i) the Company makes no representation or covenant regarding the timing of the “receipt” of any change such Canadian Prospectus by the securities commissions of any of the Provinces of Canada in its Articles which such registration is attempted, (ii) any Canadian Prospectus shall only be maintained and available for use during the Registration Period and (iii) the Company shall not be required to comply with National Instrument 43-101 or other additional disclosure obligations in order to qualify any Canadian Prospectus in any Province of Incorporation or Bylaws Canada. Except as set forth in this Section 2.3(g), the Company’s obligations under this Section 2.3 and the Holder’s obligations under Section 2.4 shall apply with respect to any Canadian Prospectus, to the extent applicable, and as if reference to the Act refers to the corollary of such securities laws as enacted in the Province(s) of Canada in which the Board of Directors of Registrable Securities are registered. (h) Notify the Holder at any time that the Company determines has knowledge that a prospectus relating to the Registration Statement is required to be contrary to delivered under the best interests Act of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders happening of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in the Registration Statementsuch 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. (i) Subject to the provisions of Section 2.7 below, the Company shall as promptly as practicable prepare and file pursuant to applicable law, a post-effective amendment to such Registration Statement or an amendment or supplement to the related prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and prospectus so that such Registration Statement does 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 not misleading, and so that such prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment as thereafter delivered to the Registration Statement purchasers of the Registrable Securities being sold thereunder. (j) Upon request and subject to correct such untrue statement appropriate confidentiality obligations, furnish to the Holder copies of any and all transmittal letters or omission, file such supplement or amendment other correspondence with the SEC at or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such time as shall permit the Holders to sell offering of Registrable Securities. (k) Cause Registrable Securities pursuant to be listed on the NASDAQ Global Select Market and the Toronto Stock Exchange, and provide Holder with information regarding the transfer agent and the CUSIP number for such Registrable Securities, in each case not later than two business days after the Closing Date. (l) Promptly notify Holder (i) when any prospectus, amendment or supplement to any prospectus, Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or post-effective amendment to a Registration Statement has been filed with the SEC and, with respect to a Registration Statement or any Holder as such Holder may reasonably request; post-effective amendment or supplement, when the same has been declared effective; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwritersii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or other the initiation or threatening of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of effectiveness the qualification or exemption from qualification of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) of the determination by the Company that a post-effective amendment to a Registration Statement is required to be filed or will be filed with the SEC; provided, however, that this requirement shall not apply to periodic reports, other reports and proxy statements required to be filed by the Company. (m) In the event (i) Holder seeks to complete the Underwritten Offering, or (ii) Holder could, in the opinion of counsel reasonably satisfactory to the Company, reasonably be deemed to be an “underwriter” (as defined in Section 2(a)(11) of the Act) or (iii) any investment bank or agent selling Registrable Securities on behalf of Holder could, in the opinion of counsel reasonably satisfactory to the Company, reasonably be deemed to be an “underwriter” (as defined in Section 2(a)(11) of the Act), then in the case of clause (i) for a reasonable period prior to the filing of any final prospectus for such Underwritten Offering, in the case of clause (ii) during the Registration Period, and in the case of clause (iii) during the first 90 days of the Registration Period, the Company shall cooperate with Holder, the managing underwriter or underwriters selected in accordance with Section 2.1(b) and any such investment bank or agent, as the case may be, regarding provision of such information of the Company relating to the contents of the Registration Statement, and related prospectus, and cause the officers, counsel and independent certified public accountants of the Company to be reasonably available, as shall be reasonably necessary (and in the case of counsel, not violate an attorney-client privilege, in such counsel’s reasonable belief) to conduct a reasonable investigation within the meaning of Section 11 of the Act, including the provision of (x) one customary auditor “comfort letter” to Holder (and any such investment bank or agent) in addition to the auditor “comfort letter” provided to the underwriter or underwriters in the Underwritten Offering, (y) one opinion of counsel representing the Company for purposes of such prospectus supplement, in form, scope and substance as is customarily given in an underwritten public offering, including a standard “10b-5” letter for such offering, addressed to the Holder (and any such investment bank or agent) and (z) a standard officer’s certificate from the Chief Executive Officer and Chief Financial Officer of the Company addressed to the Holder (and any such investment bank or agent); provided, however, that the foregoing reasonable investigation on behalf of Holder (and any managing underwriter or underwriters or any such investment bank or agent) shall be conducted by legal counsel to Holder (and a single legal counsel appointed to represent all such managing underwriter or underwriters and investment banks and agents); and provided further that each such party shall be required to maintain in confidence and not to disclose to any other Person any information or records reasonably designated by the Company as being sold to review and comment on confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in the Registration Statement or in any other manner other than through the release of such information by any Person afforded access to such information pursuant hereto), or (B) such Person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and all amendments and supplements thereto a only after such Person shall have given the Company prompt prior written notice of such requirement). (n) The Company agrees to provide reasonable period of time prior to their filing cooperation in connection with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five (105) days after the close marketing of the period covered thereby, an earnings statement (Underwritten Offering in form complying accordance with the provisions terms hereof, including using its commercially reasonable efforts to make one or more of Rule 158 its executive officers available, on a customary basis, to participate to the degree reasonably requested in the road show conducted in connection with the Underwritten Offering, if any; and, in connection with the Underwritten Offering, to furnish upon request such other documents reasonably required under the Securities Actterms of the underwriting arrangement, including customary legal opinions (including a standard “10b-5” letter) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following dated the effective date of the Registration Statement; (ix) during applicable registration statement or the period Company is required to maintain effectiveness date of any amendment or supplement thereto, and a letter of like kind dated the date of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any closing of such security or right if such bid, purchase or attempt would in any way limit offering and auditor “comfort” letters dated the right date of the Holders to sell Registrable Securities by reason applicable registration statement or the date of any amendment or supplement thereto and a letter of like kind dated the date of the limitations set forth in Regulation M closing of such offering under the Securities Exchange Act underwriting agreement, in each case, signed by the independent public accountants who have certified the Company’s financial statements included or incorporated by reference into the applicable registration statement, and each of 1934, as amended (the opinion and the “Exchange Act”); and comfort” letter shall be in customary form and covering substantially the same matters with respect to such registration statement (xand the prospectus and any prospectus supplement included therein) take all other reasonable actions necessary to expedite as are customarily covered in opinions of issuer’s counsel and facilitate disposition by the Holders of the Registrable Securities pursuant in accountants’ letters delivered to the Registration Statementunderwriters in underwritten offerings of securities.

Obligations of Company. In connection with addition to the obligations of the Company set forth in Section 2.1, and in no way in limitation of such obligations, whenever the Company is required by the provisions of this Agreement to effect the registration of the Registrable Securities, the Company shall: : (i) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect to the Registrable Securities and thereafter to use reasonable commercial efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleading; (ii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement such registration statement and the prospectus used in connection with the Registration Statement therewith as may be necessary to make and to keep such registration statement effective during the Effectiveness Period, provided not less than five (5) business days prior to the filing of each Registration Statement and not less than one (1) Trading day prior to the filing of any related prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to Legal Counsel copies of the Registration Statement effective at all times during proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the Registration Periodreview of Legal Counsel, and during the Registration Period, (ii) comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by securities proposed to be registered in such registration statement for 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 Holders as set forth in the Registration Statement; Effectiveness Period; (iii) furnish, upon request, furnish to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) Holder such number of copies of a prospectus, any prospectus (including a any preliminary prospectus and all amendments and supplements thereto and such other documentsany amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as any such Holder may reasonably may request in order to facilitate effect the disposition offering and sale of the Registrable Securities; Securities to be offered and sold; (iv) use reasonable commercial its best efforts to register and or qualify the Registrable Securities covered by such registration statement under the Registration Statement under such securities or blue sky laws of such jurisdictions states as the Holders of at least sixty-six shall reasonably request, maintain any such registration or qualification current for the Effectiveness Period, and two-thirds percent (662/3%) take any and all other actions either necessary or reasonably advisable to enable Holders to consummate the public sale or other disposition of the Registrable Securities being offered reasonably request and use reasonable efforts in jurisdictions where such Holders desire to effect such sales or other disposition; (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (Bv) take all such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably either necessary or advisable reasonably desirable to qualify permit the Registrable Securities for sale held by a Holder to be registered and disposed of in accordance with the method of disposition described herein; (vi) 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 jurisdictionsoffering; provided, however, that Company shall not be required in connection therewith or as (vii) notify each Holder of Registrable Securities covered by such registration statement at any time when a condition prospectus relating thereto (A) to qualify to do business in any jurisdiction where it would not otherwise be is required to qualify but for this Section 1(c)(iv), be delivered under the Securities Act of (Ba) to subject itself to general taxation in any such jurisdiction, (C) to file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders happening of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in the Registration Statementsuch 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, such obligation to continue for the Effectiveness Period (b) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any proceedings for that purpose; (c) 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 or threatening of any proceeding for such purpose, or (d) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, prospectus or other documents so that, in the case of a Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (viii) 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; (ix) 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; and (x) use its reasonable commercial best efforts promptly to prepare a supplement or amendment to furnish, at the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell request of any Holder requesting registration of Registrable Securities pursuant to Section 3, if such securities are being sold through underwriters, or if such securities are not being sold through underwriters, on the Registration Statement date that the registration statement with respect to such securities becomes effective, (A) an opinion, dated such date as promptly as practicablesuch registration statement becomes effective, and deliver a number of copies the counsel representing the Company for the purposes of such supplement or amendment registration, in form and substance as is customarily given to any Holder underwriters in an underwritten public offering, addressed to the underwriters and to the Holders requesting registration of Registrable Securities and (B) a letter dated such date as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware registration statement becomes effective, from the independent certified public accountants of such event, notify the Holders (orCompany, in the event of form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by and reasonably satisfactory to the Holders of at least sixty-six and two-thirds percent (662/3%) a majority of the Registrable Securities being sold registered, addressed to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC underwriters, if any, and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available Holders requesting registration of Registrable Securities. Notwithstanding the foregoing, the Company shall not be required to its security holders as soon as practical, but not later than one hundred and five (105) days after the close register or to qualify an offering of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 Registrable Securities under the Securities Act) covering laws of a twelve (12) month period beginning not later than state if as a condition to so doing the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness qualify to do business or to file a general consent to service of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase process in any such security state or right if jurisdiction, unless the Company is already subject to service in such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statementjurisdiction.

Obligations of Company. In connection with the registration case of the Registrable Securitiesregistration, qualification, exemption or compliance effected by the Company pursuant to this Agreement, the Company shall, upon reasonable request, inform each Holder as to the status of such registration, qualification, exemption and compliance. At its expense the Company shall: (a) use commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state or federal securities laws which the Company determines to obtain, continuously effective until the termination of the Registration Period; (b) advise the Holders as soon as practicable: (i) prepare promptly and file when the Registration Statement or any amendment thereto has been filed with the SEC and when the Registration Statement provided in Section 1(aor any post-effective amendment thereto has become effective; (ii) with respect of any request by the SEC for amendments or supplements to the Registrable Securities and thereafter to use reasonable commercial efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two or the prospectus included therein or for additional information; (2iii) years from the effective date of the Registration Statement (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made issuance by the staff SEC of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of any stop order suspending the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleading; (ii) prepare and file with the SEC 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 Act with respect to the disposition of all Registrable Securities 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 Holders as set forth in the Registration Statement; (iii) furnish, upon request, to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion initiation of any thereof which contains information proceedings for which Company has sought confidential treatment) and (B) such number of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto and such other documents, as any Holder reasonably may request in order to facilitate the disposition of the Registrable Securitiespurpose; (iv) use reasonable commercial efforts to register and qualify of the Registrable Securities covered receipt by the Registration Statement under such securities or blue sky laws Company of such jurisdictions as any notification with respect to the Holders suspension of at least sixty-six and two-thirds percent (662/3%) the qualification of the Registrable Securities being offered reasonably request and use reasonable efforts to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably necessary or advisable to qualify the Registrable Securities included therein for sale in such jurisdictions; provided, however, that Company shall not be required in connection therewith or as a condition thereto (A) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but or the initiation or threatening of any proceeding for this Section 1(c)(iv), (B) to subject itself to general taxation in any such jurisdiction, (C) to file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders;purpose; and (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders happening of any event or circumstance that requires the making of which Company has knowledge, as a result of which the prospectus included any changes in the Registration StatementStatement or the prospectus so that, as then in effectof such date, includes an untrue statement of a material fact or omits the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading (which notice will be accompanied by an instruction to suspend the use of the prospectus until such changes have been made); (c) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement at the earliest possible time; (d) furnish to each Holder, without charge, at least one copy of such Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those incorporated by reference) in the form filed with the SEC; (e) during the Registration Period, deliver to each Holder, without charge, as many copies of the prospectus included in such Registration Statement and any amendment or supplement thereto as such Holder may reasonably request; and the Company consents to the use, consistent with the provisions hereof, of the prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto. (f) prior to any public offering of Registrable Securities pursuant to the Registration Statement, register or qualify or obtain an exemption for offer and sale under the securities or blue sky laws of such jurisdictions as any such Holders reasonably request in writing, provided that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction, and do any and all other acts or things reasonably necessary or advisable to enable the offer and sale in such jurisdictions of the Registrable Securities covered by such Registration Statement in the sole discretion of the Company; (g) to the extent permitted under applicable rules and regulations promulgated under the Securities Act, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to any Registration Statement free of any restrictive legends to the extent not required at such time and in such denominations and registered in such names as Holders may request at least five (5) Business Days prior to sales of Registrable Securities pursuant to such Registration Statement; (h) upon the occurrence of any event contemplated by Section 5.4(b)(v) above, the Company shall promptly prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter promptly delivered to purchasers of the Registrable Securities included therein, the prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (i) use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and use its commercially reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five 45 days (105or 90 days if the fiscal quarter is the fourth fiscal quarter) days after the close end of the period covered thereby, an earnings statement (its fiscal quarter in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than which the first day anniversary date of Company’s fiscal quarter next following the effective date of the Registration Statement; Statement occurs, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act. Notwithstanding the foregoing, it shall be a condition precedent to the obligations of the Company to take any action pursuant to paragraphs (ixa) during through (i) of this Section 5.4, that the period Holder shall furnish to the Company is such information regarding itself, the Securities to be sold by the Holder and the intended method of disposition of such Securities as shall be required to maintain effectiveness effect the registration of the Registration Statement pursuant Securities, all of which information shall be furnished to Section 1(c)(i), the Company shall not bid in writing specifically for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would use in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statement.

Obligations of Company. In connection with the registration of the Registrable SecuritiesShares, Company shall: (i) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect to the Registrable Securities Shares and thereafter to use reasonable commercial efforts to cause such Registration Statement relating to the Registrable Securities Shares to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement Expiration Date (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities Shares shall not contain 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, in light of the circumstances in which they were made, not misleading; (ii) prepare and file with the SEC 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 Shares covered by the Registration Statement until such time as all of such Registrable Securities Shares have been disposed of in accordance with the intended methods of disposition by the Holders as set forth in the Registration Statement;; Attachment C to Securities Purchase Agreement (iii) furnish, upon request, furnish to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one (1) copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) such number of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto and such other documents, as any Holder reasonably may request in order to facilitate the disposition of the Registrable SecuritiesShares; (iv) use reasonable commercial efforts to register and qualify the Registrable Securities Shares covered by the Registration Statement under such securities or blue sky laws of such jurisdictions as the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being offered reasonably request and use reasonable efforts to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably necessary or advisable to qualify the Registrable Securities Shares for sale in such jurisdictions; provided, however, that Company shall not be required in connection therewith or as a condition thereto (A) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv), (B) to subject itself to general taxation in any such jurisdiction, (C) to file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities Shares pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time;; Attachment C to Securities Purchase Agreement (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five ninety (10590) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities Shares by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities Shares pursuant to the Registration Statement.

Obligations of Company. In connection with the registration of the Registrable SecuritiesShares, Company shall: (i) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect to the Registrable Securities Shares and thereafter to use reasonable commercial efforts to cause such Registration Statement relating to the Registrable Securities Shares to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement Expiration Date (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities Shares shall not contain 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, in light of the circumstances in which they were made, not misleading; (ii) prepare and file with the SEC 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 Shares covered by the Registration Statement until such time as all of such Registrable Securities Shares have been disposed of in accordance with the intended methods of disposition by the Holders as set forth in the Registration Statement;; Attachment B to Securities Purchase Agreement (iii) furnish, upon request, furnish to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one (1) copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) such number of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto and such other documents, as any Holder reasonably may request in order to facilitate the disposition of the Registrable SecuritiesShares; (iv) use reasonable commercial efforts to register and qualify the Registrable Securities Shares covered by the Registration Statement under such securities or blue sky laws of such jurisdictions as the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being offered reasonably request and use reasonable efforts to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably necessary or advisable to qualify the Registrable Securities Shares for sale in such jurisdictions; provided, however, that Company shall not be required in connection therewith or as a condition thereto (A) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv), (B) to subject itself to general taxation in any such jurisdiction, (C) to file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities Shares pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request;; Attachment B to Securities Purchase Agreement (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five ninety (10590) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities Shares by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities Shares pursuant to the Registration Statement.

Obligations of Company. In connection with the obligations of the Company with respect to the registration of the Registrable SecuritiesSecurities contemplated herein, the Company shall: (i) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect to the Registrable Securities and thereafter to use reasonable commercial efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleading; (ii) prepare and file with the SEC such amendments and supplements (including post-effective amendmentsrequired periodic reporting filings under the 1934 Act) and supplements to the such Registration Statement and the prospectus used in connection with the Registration Statement Prospectus included xxxxxxn as may be necessary to keep such Registration Statement effective for the applicable period; cause the Prospectus to be amended or supplemented as required and to be filed as required by Rule 424 or any similar rule that may be adopted under the 1933 Act; respond as promptly as practicable to any comments received from the SEC with respect to the Registration Statement or any amendment thereto; and comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Purchasers thereof. The Company shall keep the Registration Statement effective at all times during the Registration Period, and during period continuing until the Registration Period, comply with earlier of (i) the provisions of date when the Act with respect to the disposition of Purchasers may sell all Registrable Securities covered under Rule 144 without volume or other restrictions or limits or (ii) the date the Purchasers no longer own any of the Registrable Securities. Notwithstanding anything to the contrary contained herein, the Company shall not be required to take any of the actions described in the sentence above (i) to the extent that the Company is in possession of material non-public information (such that it has been advised by counsel that a failure to disclose such information would constitute a material omission from the prospectus) and it delivers written notice to each such Purchaser of Registrable Securities to the effect that such selling Purchaser may not make offers or sales under the Registration Statement until for a period not to exceed 30 days from the date of such notice, or has executed a letter of intent for a material merger, acquisition or disposition transaction and it delivers written notice to each such Purchaser of Registrable Securities to the effect that such selling Purchaser may not make offers or sales under the Registration Statement for a period not to exceed 60 days from the date of such notice; provided, however, that the Company may deliver only two such notices ANNEX IV within any 12-month period, or (ii) to the extent that such registration would require initial or continuing disclosure of events or proceedings yet unreported that, in the opinion of the Board of Directors of the Company, would not be in the best interests of the Company and its stockholders and such disclosure is not otherwise required under applicable law (including applicable securities laws), and the Company delivers written notice to each such Purchaser of Registrable Securities to the effect that such selling Purchaser may not make offers or sales for a period not to exceed 60 days from the date of such notice; provided, however, that the Company may deliver only one such notice within any 365-day period. The Purchasers shall promptly provide to the Company such information as the Company reasonably requests in order to identify such Purchaser and the method of distribution in a post-effective amendment to the Registration Statement or a supplement to the Prospectus. Such Purchaser also shall notify the Company in writing upon completion of such offer or sale or at such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holders as set forth in Purchaser no longer intends to make offers or sales under the Registration Statement; (iii) furnish, upon request, to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) such number of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto and such other documents, as any Holder reasonably may request in order to facilitate the disposition of the Registrable Securities; (ivii) use reasonable commercial its best efforts to register and or qualify the Registrable Securities covered by the time the Registration Statement is declared effective by the SEC under such all applicable state securities or blue sky laws of such jurisdictions in the United States and its territories and possessions as the Holders any Purchaser of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being offered covered by the Registration Statement shall reasonably request in writing and use reasonable efforts to (A) prepare and file in those jurisdictions keep each such amendments (including post-registration or qualification effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the period such Registration Period and (C) take all other actions reasonably necessary Statement is required to be kept effective or advisable during the period offers or sales are being made by a Purchaser that has delivered a Registration Notice to qualify the Registrable Securities for sale in such jurisdictionsCompany, whichever is shorter; provided, however, that in connection therewith, the Company shall not be required in connection therewith or to qualify as a condition thereto (A) to qualify foreign corporation to do business or to register as a broker or dealer in any such jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv)or register, (B) to subject itself to general taxation in any such jurisdiction, (C) to or file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholdersjurisdiction; (viii) as notify each selling Purchaser of Registrable Securities promptly as practicable after becoming aware and, if requested by such Purchaser, confirm in writing, when the Registration Statement and any post-effective amendments thereto have become effective, when any amendment or supplement to the Prospectus has been filed with the SEC, of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Registration Statement or any part thereof or the initiation of any proceedings for that purpose, if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for offer or sale in any jurisdiction or the initiation of any proceeding for such event or circumstancepurpose, notify and of the Holders happening of any event or circumstance of which Company has knowledge, during the period the Registration Statement is effective as a result of which the prospectus included in the such Registration Statement, as then in effect, includes an Statement contains any 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 or the Prospectus as then amended or supplemented contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company shall not be obligated to prepare and furnish any prospectus supplements or amendments relating to any material nonpublic information at any such time as the Board of Directors of the Company has determined that, for good business reasons, the disclosure of such material nonpublic information at that time would be materially detrimental to the Company in the circumstances and is not otherwise required under applicable law (including applicable securities laws); provided, further, that the Company may only delay its obligations pursuant to the aforementioned proviso for a period of 60 days in any 180-day period; (iv) use its reasonable commercial best efforts promptly to prepare a supplement or amendment to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities pursuant to the Registration Statement any part thereof as promptly as practicable, possible; (v) cooperate with the selling Purchasers of Registrable Securities to facilitate the timely preparation and deliver a number delivery of copies unlegended certificates representing Registrable Securities to be sold; and enable unlegended certificates for such Registrable Securities to be issued for such numbers of shares and registered in such supplement or amendment names as the selling Purchasers may reasonably request at least two business days prior to any Holder as such Holder may reasonably requestsale of Registrable Securities; (vi) as promptly as practicable after becoming aware of such event, notify use its best efforts to maintain the Holders (or, in the event of an underwritten offering the managing underwriters) listing of the issuance by Common Stock on the SEC of any stop order securities market on which the Common Stock are now listed or other suspension of effectiveness of on another national securities exchange or national market system, as those terms are used under the Registration Statement at the earliest possible time1934 Act; (vii) use its best efforts to cause all Registrable Securities to be listed on any securities market or exchange on which similar securities issued by the Company are then listed; and (viii) provide a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all Registrable Securities, not later than the effective date of the Registration Statement. (ix) permit one legal a single firm of counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold Purchasers to review and comment on 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 SEC SEC, and not file any document in a form to pay which such counsel reasonably objects (a "Disputed Document"); provided, however, that if Purchaser's counsel objects to such a Disputed Document, the reasonable Required Filing Date and the Required Effectiveness Date provided in Section 2.01 above shall be extended for such period of time as it requires for the Company's counsel and Purchaser's counsel to agree on changes to such Disputed Document. The Company shall be responsible for payment of legal fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five (105) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness Purchaser's counsel for review of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right a maximum amount of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statement$2,000.

Obligations of Company. In connection with its obligations contained in this Article II, the registration of the Registrable Securities, Company shallwill: (ia) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect to the Registrable Securities and thereafter to use its commercially reasonable commercial efforts to cause all such Registrable Securities registered pursuant to this Agreement to be listed on the securities exchange or trading system on which similar securities issued by the Company are then listed; (b) provide a transfer agent and registrar for all Registrable Securities covered by a Registration Statement relating to the Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from not later than the effective date of such Registration Statement; (c) use commercially reasonable efforts to cause a Registration Statement to become effective with respect to each issuance of Shares to the Holder and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the one (1) year anniversary of the effective date of such Registration Statement (with respect to each issuance of Shares to the Holder, the “Registration Effectiveness Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleading; (iid) prepare and file with the SEC such amendments (including and post-effective amendments) and supplements amendments to the Registration Statement and the prospectus used in connection with the a Registration Statement as may be necessary to keep the such Registration Statement effective at all times during for the Effectiveness Period for the Registrable Securities covered by such Registration Period, Statement and during the Registration Period, to comply with the provisions of the Exchange Act and the Securities Act with respect to the disposition distribution of all of the Registrable Securities 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 Holders as set forth in the Registration Statementthereby; (iiie) furnish, upon request, furnish to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) Holder such number of copies of a any Prospectus, including any preliminary prospectus, including a preliminary prospectus and all amendments and supplements thereto and such other documents, documents as any the Holder may reasonably may request in writing in order to facilitate the disposition of the Registrable Securities;Securities owned by the Holder that are covered by a Registration Statement in accordance with the terms of this Agreement; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (ivf) prior to any public offering of the Registrable Securities, use commercially reasonable commercial efforts to register and or qualify or cooperate with the Holder in connection with the registration or qualification of such Registrable Securities covered by for offer and sale under the Registration Statement under such securities or blue sky laws of such jurisdictions as reasonably requested in writing by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being offered reasonably request and use reasonable efforts to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictionsHolder; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (Ai) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv2.2(f), (Bii) to subject itself to general taxation in any such jurisdiction, jurisdiction where it would not otherwise be so subject but for this Section 2.2(f) or (Ciii) to file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders;jurisdiction; and (vg) as promptly as practicable after becoming aware of such event or circumstancereasonably practicable, notify the Holders Holder in writing, at any time prior to the end of any Effectiveness Period, upon discovery that, or upon the happening of any event or circumstance of which Company has knowledge, as a result of which which, the prospectus included in Prospectus for the applicable Registration Statement, as then in effect, Statement 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 light of the circumstances then existing (each such written notice, a “Disclosure Notice”), and promptly prepare, file with the SEC and furnish to the Holder a supplement to or an amendment of such Prospectus as may be necessary so that 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, therein not misleading in light of the circumstances under which they were made, not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five (105) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statementthen existing.

Obligations of Company. In connection with Whenever the Company is required by the provisions of this Warrant to effect the registration of the Registrable Securities, the Company shall: 1. Use its best efforts to cause such registration statement to become effective and to remain effective until the earlier of (a) the sale of the Registrable Securities so registered or (b) (i) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect to the Registrable Securities and thereafter registration statement contemplated by Section 10.B. or clause (b) in the first sentence of Section 10.C.3., the second anniversary of the date hereof, or (ii) with respect to use reasonable commercial efforts any other registration statement, ninety (90) days subsequent to cause such Registration Statement relating to the Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleadingregistration; (ii) prepare 2. Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement such registration statement and the prospectus used in connection with the Registration Statement therewith as may be necessary to make and to keep the Registration Statement such registration statement effective at all times during the Registration Period, and during the Registration Period, to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement until the earlier of the sale of the Registrable Securities covered by so registered or ninety (90) days subsequent to the Registration Statement until such time as all effective date of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holders as set forth registration statement; 3. Furnish to any Holder participating in the Registration Statement; (iii) furnish, upon request, to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) registration such number of copies of a prospectus, any prospectus (including a any preliminary prospectus and all amendments and supplements thereto and such other documentsany amended or supplemented prospectus), in conformity with the requirement of the Securities Act, as any such Holder may reasonably may request in order to facilitate effect the disposition offering and sale of the Registrable SecuritiesSecurities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (iv) use reasonable commercial efforts to 4. If necessary, register and or qualify the Registrable Securities covered by such registration statement under the Registration Statement under such securities or blue sky laws of such jurisdictions states as the Holders participating in the registration shall reasonably request, maintain any such registration or qualification current until the earlier of at least sixty-six and two-thirds percent (662/3%) the sale of the Registrable Securities being offered reasonably request and use reasonable efforts so registered or ninety (90) days subsequent to (A) prepare and file in those jurisdictions such amendments (including post-the effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end date of the Registration Periodregistration statement, (B) and take such other actions as may be necessary to maintain such registrations any and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably either necessary or advisable to qualify enable such Holders to consummate the public sale or other disposition of the Registrable Securities for sale in jurisdictions where such jurisdictions; providedHolders desire to effect such sales or other disposition; 5. Take all such other actions either necessary or desirable to permit the Registrable Securities held by such Holder to be registered and disposed of in accordance with the method of disposition described herein; 6. Promptly notify Holders, however, that Company shall not be required in connection therewith or as at any time when a condition thereto (A) prospectus relating to qualify to do business in any jurisdiction where it would not otherwise be the Shares being distributed is required to qualify but for this Section 1(c)(iv)be delivered under the Securities Act, (B) to subject itself to general taxation in any such jurisdiction, (C) to file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders happening of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in the Registration Statementsuch 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 thereintherein not misleading in the light of the circumstances then existing and promptly prepare, file with the SEC and furnish to Holders 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 Shares, 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 light of the circumstances under which they were madethen existing; 7. Use its best efforts to furnish, not misleadingat the request of Holders or any underwriter of any distribution of the Shares, and use its reasonable commercial efforts promptly to prepare a supplement or amendment an opinion of legal counsel to the Registration Statement to correct Company, covering such untrue statement or omission, file such supplement or amendment with the SEC at such time matters as shall permit the Holders to sell Registrable Securities pursuant to the Registration Statement as promptly as practicable, and deliver a number are typically covered by opinions of copies of such supplement or amendment to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, issuer's counsel in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five (105) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 similar offerings under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take 8. Use its best efforts to cause all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant Shares as to which Holders shall have requested registration to be listed on any recognized securities exchange, on which the Registration StatementCompany's Common Stock is then listed and to maintain the currency and effectiveness of any such listings.

Obligations of Company. In connection with the obligations of the Company with respect to the registration of the Registrable SecuritiesSecurities contemplated herein, the Company shall: (i) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect to the Registrable Securities and thereafter to use reasonable commercial efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleading; (ii) : prepare and file with the SEC such amendments and supplements (including post-effective amendmentsrequired periodic reporting filings under the 0000 Xxx) and supplements to the such Registration Statement and the prospectus used in connection with the Registration Statement Prospectus included therein as may be necessary to keep such Registration Statement effective for the applicable period; cause the Prospectus to be amended or supplemented as required and to be filed as required by Rule 424 or any similar rule that may be adopted under the 1933 Act; respond as promptly as practicable to any comments received from the SEC with respect to the Registration Statement or any amendment thereto; and comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Purchaser thereof. The Company shall keep the Registration Statement effective at all times during the Registration Period, and during period continuing until the Registration Period, comply with earlier of (i) the provisions of date when the Act with respect to the disposition of Purchaser may sell all Registrable Securities covered by under Rule 144 without volume or other restrictions or limits or (ii) the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with date the intended methods of disposition by the Holders as set forth in the Registration Statement; (iii) furnish, upon request, to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and Purchaser no longer own any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) such number of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto and such other documents, as any Holder reasonably may request in order to facilitate the disposition of the Registrable Securities; . Notwithstanding anything to the contrary contained herein, the Company shall not be required to take any of the actions described in the sentence above (ivi) use reasonable commercial to the extent that the Company is in possession of material non-public information (such that it has been advised by counsel that a failure to disclose such information would constitute a material omission from the prospectus) and it delivers written notice to each such Purchaser of Registrable Securities to the effect that such selling Purchaser may not make offers or sales under the Registration Statement for a period not to exceed 30 days from the date of such notice, or has executed a letter of intent for a material merger, acquisition or disposition transaction and it delivers written notice to each such Purchaser of Registrable Securities to the effect that such selling Purchaser may not make offers or sales under the Registration Statement for a period not to exceed 60 days from the date of such notice; provided, however, that the Company may deliver only two such notices within any 12-month period, or (ii) to the extent that such registration would require initial or continuing disclosure of events or proceedings yet unreported that, in the opinion of the Board of Directors of the Company, would not be in the best interests of the Company and its stockholders and such disclosure is not otherwise required under applicable law (including applicable securities laws), and the Company delivers written notice to each such Purchaser of Registrable Securities to the effect that such selling Purchaser may not make offers or sales for a period not to exceed 60 days from the date of such notice; provided, however, that the Company may deliver only one such notice within any 365-day period. The Purchaser shall promptly provide to the Company such information as the Company reasonably requests in order to identify such Purchaser and the method of distribution in a post-effective amendment to the Registration Statement or a supplement to the Prospectus. Such Purchaser also shall notify the Company in writing upon completion of such offer or sale or at such time as such Purchaser no longer intends to make offers or sales under the Registration Statement; Use its best efforts to register and or qualify the Registrable Securities covered by the time the Registration Statement is declared effective by the SEC under such all applicable state securities or blue sky laws of such jurisdictions in the United States and its territories and possessions as the Holders any Purchaser of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being offered covered by the Registration Statement shall reasonably request in writing and use reasonable efforts to (A) prepare and file in those jurisdictions keep each such amendments (including post-registration or qualification effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the period such Registration Period and (C) take all other actions reasonably necessary Statement is required to be kept effective or advisable during the period offers or sales are being made by a Purchaser that has delivered a Registration Notice to qualify the Registrable Securities for sale in such jurisdictionsCompany, whichever is shorter; provided, however, that in connection therewith, the Company shall not be required in connection therewith or to qualify as a condition thereto (A) to qualify foreign corporation to do business or to register as a broker or dealer in any such jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv)or register, (B) to subject itself to general taxation in any such jurisdiction, (C) to or file a general consent to service of process in any such jurisdiction; Notify each selling Purchaser of Registrable Securities promptly and, if requested by such Purchaser, confirm in writing, when the Registration Statement and any post-effective amendments thereto have become effective, when any amendment or supplement to the Prospectus has been filed with the SEC, of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Registration Statement or any part thereof or the initiation of any proceedings for that purpose, if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for offer or sale in any jurisdiction or (D) to make the initiation of any change in its Articles proceeding for such purpose, and of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders happening of any event or circumstance of which Company has knowledge, during the period the Registration Statement is effective as a result of which the prospectus included in the such Registration Statement, as then in effect, includes an Statement contains any 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 or the Prospectus as then amended or supplemented contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, and use its reasonable commercial efforts promptly however, that the Company shall not be obligated to prepare a supplement and furnish any prospectus supplements or amendment amendments relating to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC any material nonpublic information at any such time as shall permit the Holders Board of Directors of the Company has determined that, for good business reasons, the disclosure of such material nonpublic information at that time would be materially detrimental to sell Registrable Securities the Company in the circumstances and is not otherwise required under applicable law (including applicable securities laws); provided, further, that the Company may only delay its obligations pursuant to the Registration Statement as promptly as practicable, and deliver aforementioned proviso for a number period of copies of such supplement or amendment 60 days in any 180-day period; Use its best efforts to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify obtain the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC withdrawal of any stop order or other suspension of suspending the effectiveness of the Registration Statement or any part thereof as promptly as possible; Cooperate with the selling Purchaser of Registrable Securities to facilitate the timely preparation and delivery of un-legended certificates representing Registrable Securities to be sold; and enable un-legended certificates for such Registrable Securities to be issued for such numbers of shares and registered in such names as the selling Purchaser may reasonably request at least two business days prior to any sale of Registrable Securities; Use its best efforts to maintain the earliest possible time; (vii) permit one legal listing of the Common Stock on the securities market on which the Common Stock are now listed or on another national securities exchange or national market system, as those terms are used under the 1934 Act; Use its best efforts to cause all Registrable Securities to be listed on any securities market or exchange on which similar securities issued by the Company are then listed; and Provide a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all Registrable Securities, not later than the effective date of the Registration Statement. Permit a single firm of counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold Purchaser to review and comment on 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 SEC SEC, and not file any document in a form to pay which such counsel reasonably objects (a "Disputed Document"); provided, however, that if Purchaser's counsel objects to such a Disputed Document, the reasonable Required Filing Date and the Required Effectiveness Date provided in Section 2.01 above shall be extended for such period of time as it requires for the Company's counsel and Purchaser's counsel to agree on changes to such Disputed Document. The Company shall be responsible for payment of legal fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five (105) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness Purchaser's counsel for review of the Registration Statement pursuant to Section 1(c)(i), in a maximum amount of $2,000. The Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right may require each Purchaser of the Holders to sell Registrable Securities to furnish to the Company in writing such information regarding the proposed distribution by reason such Purchaser of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the such Registrable Securities pursuant as the Company may from time to the Registration Statementtime reasonably request in writing.

Obligations of Company. In connection with its obligations contained in this Article II, the registration of the Registrable Securities, Company shallwill: (ia) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect to the Registrable Securities and thereafter to use its commercially reasonable commercial efforts to cause all such Registrable Securities registered pursuant to this Agreement to be listed on the securities exchange or trading system on which similar securities issued by the Company are then listed; (b) provide a transfer agent and registrar for all Registrable Securities covered by a Registration Statement relating to the Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from not later than the effective date of such Registration Statement; (c) use commercially reasonable efforts to cause a Registration Statement to become effective with respect to each issuance of Shares to the Holder and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the one (1) year anniversary of the effective date of such Registration Statement (with respect to each issuance of Shares to the Holder, the “Registration Effectiveness Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain 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, in light of the circumstances in which they were made, not misleading; (iid) prepare and file with the SEC such amendments (including and post-effective amendments) and supplements amendments to the Registration Statement and the prospectus used in connection with the a Registration Statement as may be necessary to keep the such Registration Statement effective at all times during for the Effectiveness Period for the Registrable Securities covered by such Registration Period, Statement and during the Registration Period, to comply with the provisions of the Exchange Act and the Securities Act with respect to the disposition distribution of all of the Registrable Securities 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 Holders as set forth in the Registration Statementthereby; (iiie) furnish, upon request, furnish to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) Holder such number of copies of a any Prospectus, including any preliminary prospectus, including a preliminary prospectus and all amendments and supplements thereto and such other documents, documents as any the Holder may reasonably may request in writing in order to facilitate the disposition of the Registrable SecuritiesSecurities owned by the Holder that are covered by a Registration Statement in accordance with the terms of this Agreement; (ivf) prior to any public offering of the Registrable Securities, use commercially reasonable commercial efforts to register and or qualify or cooperate with the Holder in connection with the registration or qualification of such Registrable Securities covered by for offer and sale under the Registration Statement under such securities or blue sky laws of such jurisdictions as reasonably requested in writing by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being offered reasonably request and use reasonable efforts to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictionsHolder; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (Ai) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv2.2(f), (Bii) to subject itself to general taxation in any such jurisdiction, jurisdiction where it would not otherwise be so subject but for this Section 2.2(f) or (Ciii) to file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders;jurisdiction; and (vg) as promptly as practicable after becoming aware of such event or circumstancereasonably practicable, notify the Holders Holder in writing, at any time prior to the end of any Effectiveness Period, upon discovery that, or upon the happening of any event or circumstance of which Company has knowledge, as a result of which which, the prospectus included in Prospectus for the applicable Registration Statement, as then in effect, Statement 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 light of the circumstances then existing (each such written notice, a “Disclosure Notice”), and promptly prepare, file with the SEC and furnish to the Holder a supplement to or an amendment of such Prospectus as may be necessary so that 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, therein not misleading in light of the circumstances under which they were made, not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five (105) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statementthen existing.

Obligations of Company. In connection with the registration of the Registrable SecuritiesShares, Company shall: (i) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect to the Registrable Securities Shares and thereafter to use reasonable commercial efforts to cause such Registration Statement relating to the Registrable Securities Shares to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement Expiration Date (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities Shares shall not contain 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, in light of the circumstances in which they were made, not misleading; (ii) prepare and file with the SEC 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 Shares covered by the Registration Statement until such time as all of such Registrable Securities Shares have been disposed of in accordance with the intended methods of disposition by the Holders as set forth in the Registration Statement;; Attachment B to Exchange Agreement (iii) furnish, upon request, furnish to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) such number of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto and such other documents, as any Holder reasonably may request in order to facilitate the disposition of the Registrable SecuritiesShares; (iv) use reasonable commercial efforts to register and qualify the Registrable Securities Shares covered by the Registration Statement under such securities or blue sky laws of such jurisdictions as the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being offered reasonably request and use reasonable efforts to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably necessary or advisable to qualify the Registrable Securities Shares for sale in such jurisdictions; provided, however, that Company shall not be required in connection therewith or as a condition thereto (A) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv), (B) to subject itself to general taxation in any such jurisdiction, (C) to file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities Shares pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request;; Attachment B to Exchange Agreement (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five ninety (10590) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities Shares by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities Shares pursuant to the Registration Statement.