Common use of Obligations of Company Clause in Contracts

Obligations of Company. Subject to Sections 3.2.2, 3.2.3 and 3.2.4 above, when required to effect the registration of any Registrable Securities under the terms of this Warrant, the Company will, as expeditiously as reasonably possible: (a) furnish to each of the Holders such number of copies of the prospectus for the Shelf Registration, including a preliminary prospectus (and amendments or supplements thereto), in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them; (b) notify each Holder of Registrable Securities promptly and, if requested by such Holder, confirm such notification in writing promptly (i) when the registration statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for any post-effective amendments or supplements to a registration statement that has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of any determination by the Company that a post-effective amendment to a registration statement would be appropriate; (c) use all reasonable efforts to (i) register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as will be reasonably requested by the Holders; provided that the Company will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such state or jurisdiction; and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities, including the National Association of Securities Dealers as may be necessary by virtue of the business and operations of the Company; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any jurisdiction, or (C) consent to general service of process in any such jurisdiction except as may be required by the Securities Act; (d) use its commercially reasonable efforts to cause all such Registrable Securities to be listed on the Nasdaq National Market and each securities exchange on which similar securities issued by the Company are then listed; and (e) upon the request of any Holder, promptly provide the name, address and other contact information regarding the Company's transfer agent for the Registrable Securities and the CUSIP number for the Registrable Securities.

Obligations of Company. Subject to Sections 3.2.2, 3.2.3 and 3.2.4 above, when Whenever required under this Article II to effect the registration of any Registrable Securities under the terms of this WarrantSecurities, the Company willshall, as expeditiously as reasonably possible: (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts (including prompt and thorough response to reviews and inquiries of the SEC) to cause such registration statement to become effective and keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the Registration Statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company; and (ii) in the case of any registration of Registrable Securities or Common Stock on Form S-3 which are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended for up to one hundred twenty (120) days, if necessary, to keep the registration statement effective until all such Registrable Securities or Common Stock are sold; (b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement; (c) furnish to each of the Holders such number numbers of copies of the prospectus for the Shelf Registrationa prospectus, including a preliminary prospectus (and amendments or supplements thereto)prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities or Common Stock owned by them; (b) notify each Holder of Registrable Securities promptly and, if requested by such Holder, confirm such notification in writing promptly (i) when the registration statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for any post-effective amendments or supplements to a registration statement that has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of any determination by the Company that a post-effective amendment to a registration statement would be appropriate; (cd) use all reasonable efforts to (i) register and qualify the securities covered by such registration statement under such other securities or blue sky Blue Sky laws of such jurisdictions in the United States as will shall be reasonably requested by the Holders; , provided that the Company will shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such state states or jurisdiction; and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authoritiesjurisdictions, including the National Association of Securities Dealers as may be necessary by virtue of the business and operations of the Company; provided that unless the Company will not be required is already subject to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any jurisdiction, or (C) consent to general service of process in any such jurisdiction and except as may be required by the Securities Act; (de) use in the event of any underwritten public offering, enter into and perform its commercially reasonable efforts obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering; (f) notify each Holder of Registrable Securities or Common Stock covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (g) notify each Holder of Registrable Securities covered by such registration statement in writing of the effectiveness of such registration statement within twenty-four (24) hours of effectiveness; (h) cause all such Registrable Securities and Common Stock registered pursuant hereto to be listed on the Nasdaq National Market and each national securities exchange or trading system on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for all Registrable Securities and Common Stock registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; and (ej) upon use all reasonable efforts to furnish, at the request of any Holder, promptly provide the name, address and other contact information regarding the Company's transfer agent for the Holder requesting registration of Registrable Securities and Common Stock, respectively, pursuant to this Article II, on the CUSIP number date that such Registrable Securities and Common Stock are delivered to the underwriters for sale in connection with a registration pursuant to this Article II, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable SecuritiesSecurities or Common Stock, respectively, and (ii) a “comfort” letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and Common Stock, respectively.

Obligations of Company. Subject to Sections 3.2.2, 3.2.3 and 3.2.4 above, when Whenever required to effect the registration of any the Registrable Securities under the terms of this WarrantSecurities, the Company willshall at its expense, as expeditiously as reasonably possible: (a) furnish Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. (b) Furnish to each seller of the Holders Registrable Securities such number of copies of the prospectus for the Shelf Registrationa prospectus, including a preliminary prospectus (and amendments or supplements thereto)prospectus, in conformity with the requirements of the Securities Act, and such other documents as they it may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them; (b) notify each Holder of Registrable Securities promptly and, if requested securities covered by such Holder, confirm such notification in writing promptly (i) when the registration statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for any post-effective amendments or supplements to a registration statement that has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of any determination by the Company that a post-effective amendment to a registration statement would be appropriate;prospectus. (c) use Use all reasonable efforts to (i) register and qualify the securities covered by such registration statement under such other securities or blue sky Blue Sky laws of such jurisdictions in the United States as will shall be reasonably requested by the Holders; sellers of Registrable Securities, provided that the Company will shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (d) 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(s) of such offering. If a holder of Registrable Securities participates in such underwriting, such holder shall also enter into and perform its obligations under such an agreement. (e) Notify each seller of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or jurisdiction; necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of any such seller, 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 such prospectus shall not contain such an untrue statement or omission. (f) Furnish, on the date that the Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, and (ii) cause a letter dated as of such Registrable Securities date, from the independent certified public accountants of Company, in form and substance as is customarily given by independent certified public accountants to be registered with or approved by such other governmental agencies or authoritiesunderwriters in an underwritten public offering, including addressed to the National Association of Securities Dealers as may be necessary by virtue of the business and operations of the Company; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any jurisdiction, or (C) consent to general service of process in any such jurisdiction except as may be required by the Securities Act; (d) use its commercially reasonable efforts to cause all such Registrable Securities to be listed on the Nasdaq National Market and each securities exchange on which similar securities issued by the Company are then listed; and (e) upon the request of any Holder, promptly provide the name, address and other contact information regarding the Company's transfer agent for the Registrable Securities and the CUSIP number for the Registrable Securitiesunderwriters.

Obligations of Company. Subject to Sections 3.2.2, 3.2.3 and 3.2.4 above, when Whenever required under this Article 2 to effect the registration of any Registrable Securities under the terms of this WarrantSecurities, the Company willshall, as expeditiously as reasonably possible: (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of Investor, keep such registration statement effective for a period of up to 120 days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such 120-day period shall be extended for a period of time equal to the period Investor refrains, at the request of an underwriter of Common Stock (or other securities) of Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such 120-day period shall be extended for up to an additional 60 days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; (b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; (c) furnish to each of the Holders Investor such number numbers of copies of the prospectus for the Shelf Registrationa prospectus, including a preliminary prospectus (and amendments or supplements thereto)prospectus, in conformity with the requirements of as required by the Securities Act, and such other documents as they Investor may reasonably request in order to facilitate the its disposition of the its Registrable Securities owned by themSecurities; (b) notify each Holder of Registrable Securities promptly and, if requested by such Holder, confirm such notification in writing promptly (i) when the registration statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for any post-effective amendments or supplements to a registration statement that has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of any determination by the Company that a post-effective amendment to a registration statement would be appropriate; (cd) use all its commercially reasonable efforts to (i) register and qualify the securities covered by such registration statement under such other securities or blue sky Blue-Sky laws of such jurisdictions in the United States as will shall be reasonably requested by the HoldersInvestor; provided that the Company will shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such state states or jurisdiction; and (ii) cause such Registrable Securities jurisdictions unless Company is already subject to be registered with or approved by such other governmental agencies or authorities, including the National Association of Securities Dealers as may be necessary by virtue of the business and operations of the Company; provided that the Company will not be required to (A) qualify generally to do business service in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any jurisdiction, or (C) consent to general service of process in any such jurisdiction and except as may be required by the Securities Act; (de) 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 underwriter(s) of such offering; (f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on the Nasdaq National Market a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this IR Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (h) promptly make available for inspection by Investor, any underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by Investor, all financial and other records, pertinent corporate documents, and properties of Company, and cause Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith; (i) notify Investor, promptly after Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and (ej) upon the request after such registration statement becomes effective, notify Investor of any Holderrequest by the SEC that Company amend or supplement, promptly provide the nameor any determination or decision by Company to amend or supplement, address and other contact information regarding the Company's transfer agent for the Registrable Securities and the CUSIP number for the Registrable Securitiessuch registration statement or prospectus.

Obligations of Company. Subject to Sections 3.2.2, 3.2.3 and 3.2.4 above, when Whenever required under this Agreement to effect the registration of any Registrable Securities under the terms of this WarrantSecurities, the Company willshall, as expeditiously as reasonably possible: (ai) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all commercially reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred eighty (180) days or, 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 until all such 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) of the Exchange Act after the effective date to provide information required by Section 10(a)(3) of the Securities Act or to disclose facts or events representing a material or fundamental change in the information originally provided in the registration statement; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (iii) furnish to each Holder (A) a draft copy of the Holders registration statement prior to effectiveness, and (B) such number numbers of copies of the prospectus for the Shelf Registrationa prospectus, including a preliminary prospectus (and amendments or supplements thereto)prospectus, in conformity with the requirements of the Securities Act, and such other documents as they it may reasonably request in order to facilitate the disposition of the Registrable Securities owned by themit; (b) notify each Holder of Registrable Securities promptly and, if requested by such Holder, confirm such notification in writing promptly (i) when the registration statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for any post-effective amendments or supplements to a registration statement that has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of any determination by the Company that a post-effective amendment to a registration statement would be appropriate; (c) use all commercially reasonable efforts to (i) register and qualify the securities covered by such registration statement under such other securities or "blue sky sky" laws of such jurisdictions in the United States as will shall be reasonably requested by the Holders; , provided that the Company will shall not be required in connection therewith or as a condition thereto to qualify to do business business, where not otherwise required, or to file a general consent to service of process in any such state states or jurisdiction; and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authoritiesjurisdictions, including the National Association of Securities Dealers as may be necessary by virtue of the business and operations of the Company; provided that unless the Company will not be required is already subject to (A) qualify generally to do business service in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any jurisdiction, or (C) consent to general service of process in any such jurisdiction and except as may be required by the Securities Act; (dv) use in any underwritten public offering, enter into and perform its commercially reasonable efforts obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such 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 (B) the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (vii) cause all such Registrable Securities registered under this Agreement to be listed on the Nasdaq National Market and each securities exchange on which similar securities issued by the Company are then listed; and (eviii) upon the request of any Holder, promptly provide the name, address and other contact information regarding the Company's a transfer agent and registrar for the all Registrable Securities registered pursuant hereunder and the a CUSIP number for the all such Registrable Securities, in each case not later than the effective date of such registration.

Obligations of Company. Subject to Sections 3.2.21.2, 3.2.3 1.3 and 3.2.4 1.4 above, when required to effect the registration of any Registrable Securities under the terms of this WarrantAgreement, the Company will, as expeditiously as reasonably possible: (a) furnish to each of the Holders (i) such number of copies of the a prospectus for the Shelf Registration, (including a preliminary prospectus (and including amendments or supplements thereto), in conformity to the prospectus) that complies with the requirements of the Securities Act, 1933 Act and (ii) such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them; (b) notify each Holder of Registrable Securities promptly and, if requested by prepare and file with the Commission such Holder, confirm such notification in writing promptly (i) when the registration statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by to the SEC or any state securities authority for any post-effective amendments or supplements Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to a registration statement that has become effective, (iii) comply with the provisions of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification Securities Act with respect to the suspension disposition of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of any determination all securities covered by the Company that a post-effective amendment to a registration statement would be appropriateRegistration Statement; (c) use all reasonable its best efforts to (i) register and qualify the securities covered by such registration statement under such other securities or blue sky Blue Sky laws of such jurisdictions in the United States as will be reasonably requested by the Holders; provided , provided, that the Company will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such state or jurisdiction; and (ii) cause such Registrable Securities jurisdiction unless Company is already so qualified or subject to be registered with or approved by such other governmental agencies or authorities, including the National Association of Securities Dealers as may be necessary by virtue of the business and operations of the Company; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any jurisdiction, or (C) consent to general service of process process, respectively, in any such jurisdiction except as may be required by the Securities Actjurisdiction; (d) use its commercially reasonable efforts if at any time during the Registration Period the Chief Executive Officer of Chief Financial Officer knows of the happening of an event that is required to cause be disclosed in the prospectus before it is delivered under the 1933 Act in connection with the sale of Registrable Securities in accordance with this Agreement, Company will promptly notify the Holders who are entitled hereunder to sell their Registrable Securities during such Permitted Window that the prospectus may not be used for such sales until it is supplemented or amended, and Company shall forthwith supplement or amend the prospectus as provided in (and subject to the requirements of) Sections 1.2(f)(ii) and (iii) or interrupt the Permitted Window as provided in (and subject to the requirements of) Section 1.3; and (e) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities and cause the Registrable Securities to be listed on the Nasdaq National Small Cap Market and upon notice of issuance, in each securities exchange on which similar securities issued by case not later than the Company are then listed; and (e) upon the request Date of any Holder, promptly provide the name, address and other contact information regarding the Company's transfer agent for the Registrable Securities and the CUSIP number for the Registrable SecuritiesEffectiveness.

Obligations of Company. Subject to Sections 3.2.2, 3.2.3 and 3.2.4 above, when Whenever required under this paragraph 2 to effect the registration of any Registrable Securities under the terms of this WarrantSecurities, the Company willshall, as expeditiously as reasonably possible: (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective upon Company’s determination in its sole discretion; (b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; (c) furnish to each of the Holders selling Holder such number numbers of copies of the prospectus for the Shelf Registrationa prospectus, including a preliminary prospectus (and amendments or supplements thereto)prospectus, in conformity with the requirements of as required by the Securities Act, and such other documents as they Holder may reasonably request in order to facilitate the its disposition of the their Registrable Securities owned by themSecurities; (b) notify each Holder of Registrable Securities promptly and, if requested by such Holder, confirm such notification in writing promptly (i) when the registration statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for any post-effective amendments or supplements to a registration statement that has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of any determination by the Company that a post-effective amendment to a registration statement would be appropriate; (cd) use all its commercially reasonable efforts to (i) register and qualify the securities covered by such registration statement under such other securities or blue blue-sky laws of such jurisdictions in the United States as will shall be reasonably requested by the Holdersselling Holder; provided that the Company will shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such state states or jurisdiction; and (ii) cause such Registrable Securities jurisdictions, unless Company is already subject to be registered with or approved by such other governmental agencies or authorities, including the National Association of Securities Dealers as may be necessary by virtue of the business and operations of the Company; provided that the Company will not be required to (A) qualify generally to do business service in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any jurisdiction, or (C) consent to general service of process in any such jurisdiction and except as may be required by the Securities Act; (de) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering; (f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on the Nasdaq National Market a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (g) promptly make available for inspection by the selling Holder, any managing underwriter participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holder, all financial and other records, pertinent corporate documents, and properties of Company, and cause Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent in connection with any such registration statement; (h) notify each selling Holder, promptly after Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and (ei) upon the request after such registration statement becomes effective, notify each selling Holder of any Holder, promptly provide request by the name, address and other contact information regarding the Company's transfer agent for the Registrable Securities and the CUSIP number for the Registrable SecuritiesSEC that Company amend or supplement such registration statement or prospectus.

Obligations of Company. Subject to Sections 3.2.2, 3.2.3 and 3.2.4 above, when required to effect the registration of any Registrable Securities under the terms of this Warrant, the Company will, as expeditiously as reasonably possible: (am) furnish to each of the Holders such number of copies of the prospectus for the Shelf Registration, including a preliminary prospectus (and amendments or supplements thereto), in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them; (bn) notify each Holder of Registrable Securities promptly and, if requested by such Holder, confirm such notification in writing promptly (i) when the registration statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for any post-effective amendments or supplements to a registration statement that has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of any determination by the Company that a post-effective amendment to a registration statement would be appropriate; (co) use all reasonable efforts to (i) register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as will be reasonably requested by the Holders; provided that the Company will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such state or jurisdiction; and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities, including the National Association of Securities Dealers as may be necessary by virtue of the business and operations of the Company; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any jurisdiction, or (C) consent to general service of process in any such jurisdiction except as may be required by the Securities Act; (dp) use its commercially reasonable efforts to cause all such Registrable Securities to be listed on the Nasdaq National Market and each securities exchange on which similar securities issued by the Company are then listed; and (eq) upon the request of any Holder, promptly provide the name, address and other contact information regarding the Company's transfer agent for the Registrable Securities and the CUSIP number for the Registrable Securities.

Obligations of Company. Subject to Sections 3.2.2In connection with any registration contemplated by Section 2.1 or Section 2.2, 3.2.3 and 3.2.4 above, when required to effect the registration of any Registrable Securities under the terms of this Warrant, the Company willshall, as expeditiously promptly as reasonably possiblepracticable: (a) furnish Prepare and file with the SEC such amendments and supplements to each any Registration Statement and the Prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the contemplated distribution of all securities covered by such Registration Statement. (b) Furnish to the Holders such number numbers of copies of the prospectus for the Shelf Registrationa Prospectus, including a preliminary prospectus (and amendments or supplements thereto)prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition distribution of the Registrable Securities owned by them;. (bc) notify Notify each Holder of Registrable Securities promptly covered by such Registration Statement, at any time when a related Prospectus is required to be delivered under the Securities Act, of the occurrence of any event as a result of which such Prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances in which they are made; and, if requested by thereafter, Company shall promptly prepare (and, when completed, give notice to each selling Holder) a supplement or amendment to such HolderProspectus so that, confirm as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances in which they are made; provided, however, that upon such notification in writing promptly by Company, the selling Holders shall not offer or sell Registrable Securities unless and until (i) when the registration statement Company has become effective notified such selling Holders that it has prepared a supplement or amendment to such Prospectus and when any post-effective amendments and supplements thereto become effective, delivered copies of such supplement or amendment to such selling Holders or (ii) of any request by Company has advised such selling Holders in writing that the SEC or any state securities authority for any post-effective amendments or supplements to a registration statement that has become effective, (iii) use of the issuance applicable Prospectus may be resumed (it being understood and agreed by the SEC or any state securities authority of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of any determination by the Company that the foregoing proviso shall in no way diminish or otherwise impair Company's obligation to promptly prepare a post-effective Prospectus amendment to a registration statement would be appropriate;or supplement as above provided in this Section 2.3(c) and deliver copies of same as above provided in Section 2.3(b). (cd) use all Use commercially reasonable efforts to (i) register and qualify the securities Registrable Securities covered by such registration statement Registration Statement under such other securities or blue sky Blue Sky laws of such jurisdictions in the United States as will shall be reasonably appropriate, as reasonably requested by any of the Holdersselling Holders or by the managing underwriters, if any; provided provided, however, that the Company will shall not be required in connection therewith or as a condition thereto to qualify to do business or business, to file a general consent to service of process or to become subject to any material tax in any such state states or jurisdiction; jurisdictions. (e) Permit a single firm of counsel designated by the Holders to review the Registration Statement and all amendments and supplements thereto (iias well as all requests for acceleration or effectiveness thereof), at Holders' own cost, a reasonable period of time prior to their filing with the SEC (not less than five (5) cause Business Days) and use commercially reasonable efforts to reflect in such Registrable Securities documents any comments as such counsel may reasonably propose (so long as such comments are provided to be registered with or approved by such other governmental agencies or authorities, including Company at least two (2) Business Days prior to the National Association of Securities Dealers as may be necessary by virtue of the business expected filing date) and operations of the Company; provided that the Company will not be required request acceleration of such Registration Statement without prior notice to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any jurisdiction, or (C) consent to general service of process in any such jurisdiction except as may be required by the Securities Act;counsel. (df) use its Use commercially reasonable efforts to cause all such the Registrable Securities covered by the Registration Statement to be listed on the Nasdaq National Market and each NASDAQ Capital Market, or such other securities exchange on which similar securities issued Company's common stock is then listed. (g) The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder, and the Company are then listed; andshall pay the filing fee required by such filing within two (2) Business Days of request therefor. (eh) upon Comply with all applicable rules and regulations of the request SEC. (i) In connection with a sale of any HolderRegistrable Securities pursuant to such Registration Statement (assuming that no stop order is in effect with respect to such Registration Statement at the time of such sale), promptly cooperate with the selling Holder and provide the name, address and other contact information regarding the Company's transfer agent for the Registrable Securities with such instructions and legal opinions as may be required in order to facilitate the CUSIP number issuance to the purchaser (or the selling Holder's broker) of new unlegended certificates for the such Registrable Securities.

Obligations of Company. Subject to Whenever required under Sections 3.2.2, 3.2.3 1.4 and 3.2.4 above, when required 1.5 to effect the registration of any Registrable Securities under the terms of this WarrantSecurities, the Company will, as expeditiously as reasonably possible:possible (with respect to registration pursuant to Section 1.5, "registration statement" in this Section 1.6 shall mean "Form S-3"): (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective as expeditiously as possible, and, upon the request of Xxxx, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; (b) notify Xxxx of the effectiveness of the registration statement; and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (c) furnish to each of the Holders Xxxx such number numbers of copies of the prospectus for the Shelf Registrationa prospectus, including a preliminary prospectus (and amendments or supplements thereto)prospectus, in conformity with the requirements of the Securities Act, and such other documents as they it may reasonably request in order to facilitate the disposition of the Registrable Securities owned by themSecurities; (b) notify each Holder of Registrable Securities promptly and, if requested by such Holder, confirm such notification in writing promptly (i) when the registration statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for any post-effective amendments or supplements to a registration statement that has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of any determination by the Company that a post-effective amendment to a registration statement would be appropriate; (cd) use all commercially reasonable efforts to (i) register and qualify the securities covered by such registration statement under such other securities or "blue sky sky" laws of such jurisdictions in the United States as will may be reasonably requested by Xxxx, and do all other acts and things that may be necessary or desirable to enable Xxxx to consummate its public sale or other disposition of the HoldersRegistrable Securities in such states; provided provided, that the Company will not be required in connection therewith or as a condition thereto to qualify to do business business, where not otherwise required, or to file a general consent to service of process in any such state states or jurisdiction; jurisdictions, unless Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities, including the National Association of Securities Dealers authorities as may be necessary by virtue of the business and operations of Company to enable the Company; provided that disposition of such Registrable Securities; (e) in the Company will not be event of any underwritten public offering, enter into and perform its obligations under the underwriting agreement, in usual and customary form, with the managing underwriter of such offering and take all other reasonable action, if any, as Xxxx and such managing underwriter shall reasonably request (for example, to participate in the due diligence process and roadshow process) in order to facilitate any disposition of the securities; (f) notify Xxxx, at any time when a prospectus relating thereto is required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any jurisdiction, or (C) consent to general service of process in any such jurisdiction except as may be required by delivered under the Securities Act; , of (di) the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation of any proceedings by any Person to such effect, and promptly use its commercially reasonable efforts to obtain the release of such suspension, or (ii) the occurrence of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading and promptly furnish to Xxxx copies of a supplement or amendment of such prospectus as may be necessary to correct such misstatement or omission. As such a notice would suspend Dana's ability to use the prospectus, Company's obligation to maintain the effectiveness of the registration statement shall be extended by the number of days during which Dana's use of the prospectus is so suspended; (g) cause all such Registrable Securities registered pursuant hereunder to be listed on the Nasdaq National Market and each securities exchange on which similar securities issued by the Company are then listed; (h) 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 use commercially reasonable efforts to cause the transfer agent to remove restrictive legends on the securities covered by such registration; and (ei) upon use commercially reasonable efforts to furnish, at the request of any HolderXxxx, promptly provide on the namedate that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to Sections 1.4 and 1.5, address and other contact information regarding if such securities are being sold through underwriters (i) an opinion, dated as of such date, of the Company's transfer agent counsel representing Company for the Registrable Securities purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to Xxxx, addressed to the CUSIP number for the underwriters and to Xxxx requesting registration of Registrable Securities, and (ii) a "comfort" letter dated as of such date, from the independent certified public accountants of Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to Xxxx, addressed to the underwriters and to Xxxx.

Obligations of Company. Subject to Sections 3.2.2, 3.2.3 and 3.2.4 above, when required to effect In the registration case of any each offering of Registrable Securities under the terms made pursuant to Section 2 or 3 of this WarrantAgreement, Company agrees to (i) prepare and file with the Company willSecurities and Exchange Commission (the "SEC") on one or more registration statements in accordance with Section 2 or 3, as expeditiously applicable with respect to the shares of Registrable Securities, and shall use commercially reasonable efforts to cause such registration statement to become effective; (ii) except as reasonably possible: provided herein, keep such registration statement effective until the earlier of the sale of all of the shares of Registrable Securities so registered or 90 days after the effectiveness of such registration statement; (aiii) promptly prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement in order to keep such registration statement effective until the earlier of the sale of all of the shares of Registrable Securities so registered or 90 days after the effectiveness of such registration statement; (iv) furnish to each of the Holders without charge such number of copies of the such registration statement, each amendment and supplement thereto, and any prospectus for the Shelf Registration, (including a any preliminary prospectus (and amendments any amended or supplements thereto), supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents as they the Holders may reasonably request in order to facilitate effect the disposition offering and sale of the shares of the Registrable Securities owned by them; (b) notify each Holder of Registrable Securities promptly andto be offered and sold, if requested by such Holder, confirm such notification in writing promptly (i) when but only while Company shall be required under the provisions hereof to cause the registration statement has become effective and when any post-effective amendments and supplements thereto become effective, to remain current; (iiv) of any request by use its commercially reasonable efforts to register or qualify the SEC or any state securities authority for any post-effective amendments or supplements to a registration statement that has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification shares of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of any determination by the Company that a post-effective amendment to a registration statement would be appropriate; (c) use all reasonable efforts to (i) register and qualify the securities covered by such registration statement under such other the securities or blue sky laws of such jurisdictions in as the United States as will be Holders shall reasonably requested by the Holders; request (provided that the Company will shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such state jurisdiction where it has not been qualified), keep such registration or jurisdiction; qualification in effect for as long as such registration statement remains in effect, and (ii) cause such Registrable Securities to be registered with do any and all other acts or approved by such other governmental agencies or authorities, including the National Association of Securities Dealers as things which may be necessary by virtue or advisable to enable the Holders to consummate the public sale or other disposition of the business and operations of the CompanyRegistrable Securities in such jurisdictions; provided that the Company will not be required to (Avi) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any jurisdiction, or (C) consent to general service of process in any such jurisdiction except as may be required by the Securities Act; (d) use its commercially reasonable efforts to cause all such Registrable Securities to be listed on the Nasdaq National Market and each securities exchange on which similar securities issued by the Company are then listed, and enter into such customary agreements as may be required in furtherance thereof, including, without limitation, listing applications and indemnification agreements in customary form; and (evii) notify the Holders upon the request happening of any Holderevent as a result of which, or the discovery that, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (viii) so long as the registration statement remains effective, promptly provide prepare, file and furnish to the nameHolders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, address as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (ix) notify the Holders, promptly after it shall receive notice thereof, of the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (x) notify the Holders promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; and (xi) advise the Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the registration statement or the issuance by any state securities commission or other contact information regarding regulatory authority of any order suspending the Company's transfer agent for qualification or exemption from qualification of any of the Registrable Securities under state securities or "blue sky" laws, or the initiation or threatening of any proceeding for that purpose, and promptly use its commercially reasonable efforts to prevent the CUSIP number for the Registrable Securitiesissuance of any stop order or other order or to obtain its withdrawal if such stop order should be issued.

Obligations of Company. Subject to Sections 3.2.2, 3.2.3 and 3.2.4 above, when required to effect the registration of any Registrable Securities under the terms of this Warrant, the Company willshall, as expeditiously as reasonably ---------------------- possible: (a) furnish Prepare promptly and file with the SEC the S-1 Shelf Registration and S-3 Shelf Registration as provided in Sections 1.2(a) and (b), respectively, which registration statements (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to each 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 and cause such registration statements to become effective as provided in Sections 1.2(a) and (b). (b) Prepare promptly and file with the SEC such amendments and supplements to such registration statements and the Prospectus used in connection with such registration statements as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statements. (c) Furnish to Holders such number of copies of the prospectus for applicable registration statement and of each amendment and supplement thereto (in each case including all exhibits) and the Shelf RegistrationProspectus, including a each preliminary prospectus Prospectus, any summary Prospectus or any term sheet (as such term is used in Rule 434 under the 0000 Xxx) and amendments or supplements thereto), any other Prospectus filed under Rule 424 under the 1933 Act in conformity with the requirements of the Securities 1933 Act, and such other documents including, without limitation, documents incorporated by reference, as they may reasonably request requested in order to facilitate the disposition of the Registrable Securities owned by them;it that are included in such registration. (bd) notify Use its commercially reasonable efforts to register and qualify the Registrable Securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by Holders, and keep such registration or qualification in effect for so long as the applicable registration statement remains in effect and take any other action which may be reasonably necessary or advisable to enable the Holders to consummate the sale of such Registrable Securities, provided that Company shall not be required in connection therewith or as a condition thereto to file a general consent to service of process in any such states or jurisdictions unless the Company is already subject to service of process in such jurisdiction and except as may be required by the 1933 Act or applicable rules and regulations thereunder. (e) Notify each Holder of Registrable Securities promptly and, if requested by such Holder, confirm such notification in writing promptly (i) when the registration statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any other federal or state securities governmental authority during the period of effectiveness of the registration statement for any post-effective amendments or supplements to a such registration statement that has become effectiveor related prospectus or for additional information, (iiiii) of the issuance by the SEC or any other federal or state securities governmental authority of any stop order suspending the effectiveness of a the registration statement or the initiation of any proceedings for that purpose, (iviii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) of the happening of any event which makes any statement made in the registration statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of any changes in the registration statement or Prospectus so that it will not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (v) of any Company's determination by the Company that a post-effective amendment to a the registration statement would be appropriate; (c) use all reasonable efforts to (i) register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as will be reasonably requested by the Holders; provided that the Company will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such state or jurisdiction; and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities, including the National Association of Securities Dealers as may be necessary by virtue of the business and operations of the Company; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any jurisdiction, or (C) consent to general service of process in any such jurisdiction except as may be required by the Securities Act; (d) use its commercially reasonable efforts to cause all such Registrable Securities to be listed on the Nasdaq National Market and each securities exchange on which similar securities issued by the Company are then listed; and (e) upon the request of any Holder, promptly provide the name, address and other contact information regarding the Company's transfer agent for the Registrable Securities and the CUSIP number for the Registrable Securities.

Obligations of Company. Subject In addition to Sections 3.2.2the obligations of the Company set forth in Section 2.1, 3.2.3 and 3.2.4 abovein no way in limitation of such obligations, when whenever the Company or Pubco is required by the provisions of this Agreement to effect the registration of any the Registrable Securities under the terms of this WarrantSecurities, the Company willshall, or shall cause Pubco to: (i) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as expeditiously as reasonably possible: may be necessary to make and to keep such registration statement effective during the Effectiveness Period, provided not less than five (a5) 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 each Legal Counsel copies of the Holders Registration Statement proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of Legal Counsel, (ii) 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 for the Effectiveness Period; (iii) furnish to any Holder such number of copies of the any prospectus for the Shelf Registration, (including a any preliminary prospectus (and amendments any amended or supplements theretosupplemented prospectus), in conformity with the requirements of the Securities Act, and as such other documents as they Holder may reasonably request in order to facilitate effect the offering and sale of the Registrable Securities to be offered and sold; (iv) use its best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such states as the Holders shall reasonably request, maintain any such registration or qualification current for the Effectiveness Period, 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 owned in jurisdictions where such Holders desire to effect such sales or other disposition; (v) take all such other actions either necessary or reasonably desirable to permit the Registrable Securities held by them; a Holder to be registered and disposed of in accordance with the method of disposition described herein; (bvi) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering; (vii) notify each Holder of Registrable Securities promptly and, if requested covered by such Holder, confirm such notification in writing promptly (i) when the registration statement has become effective and at any time when any post-effective amendments and supplements a prospectus relating thereto become effective, is required to be delivered under the Securities Act of (iia) the happening of any request by event as a result of which the SEC prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or any omits to state securities authority 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 any post-effective amendments or supplements to a registration statement that has become effective, the Effectiveness Period (iiib) of the issuance by the SEC Commission or any other federal or state securities governmental authority of any stop order suspending the effectiveness of a registration statement Registration Statement covering any or all of the Registrable Securities or the initiation of any proceedings for that purpose, ; (ivc) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding for such purpose, and or (vd) of the occurrence of any determination 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 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 later than the effective date of such registration; and (x) use its best efforts to furnish, at the 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 date that a post-effective amendment to a the registration statement would be appropriate; with respect to such securities becomes effective, (cA) use all reasonable efforts to (i) register and qualify the securities covered by an opinion, dated such date as such registration statement under such other securities or blue sky laws becomes effective, of the counsel representing the Company for the purposes of such jurisdictions registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the United States underwriters and to the Holders requesting registration of Registrable Securities and (B) a letter dated such date as will be such registration statement becomes effective, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably requested by satisfactory to the Holders; provided that Holders of a majority of the Registrable Securities being registered, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. Notwithstanding the foregoing, the Company will 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 to so doing the Company is required to qualify to do business or to file a general consent to service of process in any such state or jurisdiction; and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities, including the National Association of Securities Dealers as may be necessary by virtue of the business and operations of the Company; provided that unless the Company will not be required is already subject to (A) qualify generally to do business service in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any such jurisdiction, or (C) consent to general service of process in any such jurisdiction except as may be required by the Securities Act; (d) use its commercially reasonable efforts to cause all such Registrable Securities to be listed on the Nasdaq National Market and each securities exchange on which similar securities issued by the Company are then listed; and (e) upon the request of any Holder, promptly provide the name, address and other contact information regarding the Company's transfer agent for the Registrable Securities and the CUSIP number for the Registrable Securities.