Common use of OBLIGATIONS OF EACH HOLDER Clause in Contracts

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f) or 4(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(g), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (e) notify the Company when it has sold all of the Registrable Securities held by it; and (f) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company (i) a completed Shareholder Questionnaire and (ii) such information in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(fSections 3(e) or 4(g3(f), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(fSection 3(e) or withdrawal of the stop order referred to in paragraph 4(gSection 3(f), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f) or 4(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(g), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser Investor of such Registrable Securities; (e) notify the Company when it has sold all of the Registrable Securities held by it; and (f) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company Company: (i) a completed shareholder questionnaire in such form as shall be reasonably requested by the Company; and (ii) such information in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(fSections 3(c) or 4(g3(d), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) Section 3(c), or withdrawal of the stop order referred to in paragraph 4(gSection 3(d), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, and as a condition to the Company’s obligations under Section 2 hereof, each Holder shall: (a) timely furnish to the Company in writing (i) a completed Shareholder Questionnaire and (ii) such information in writing regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(e) or 4(f) or 4(g)of the commencement of a Black-out Period, immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f4(e) or withdrawal of the stop order referred to in paragraph 4(g4(f), or the termination of the Black-out Period, as the case may be, and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company (i) a completed shareholder questionnaire, in form and substance which is reasonably acceptable to the Company, and (ii) such information in writing regarding such information regarding itself Holder and the intended method of disposition of such the Registrable Securities held by such Holder as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f3(d) or 4(g3(e), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f3(d) or withdrawal of the stop order referred to in paragraph 4(g3(e), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it such Holder has sold all of the Registrable Securities held by itsuch Holder; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f) or 4(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(g), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and and/or the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (e) notify the Company when it has sold all of the Registrable Securities held by it; and (f) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company (i) a completed Selling Shareholder Questionnaire attached hereto as Exhibit B and (ii) such information in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(fSections 3(e) or 4(g3(f), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(fSection 3(e) or withdrawal of the stop order referred to in paragraph 4(gSection 3(f), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely within three (3) Business Days after receipt of written request from the Company, furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(fSections 3(e) or 4(g)3(f) of this Agreement, immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(fsuch Section 3(e) or withdrawal of the stop order referred to in paragraph 4(gsuch Section 3(f), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) promptly notify the Company when it has sold all of the Registrable Securities held beneficially owned by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is contains an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; and immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company (i) a completed Shareholder Questionnaire and (ii) such information in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f3(e) or 4(g3(f), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f3(e) or withdrawal of the stop order referred to in paragraph 4(g3(f), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a any Registration Statement, each a Holder shall: (a) timely to effect registration of such Holder’s Registrable Securities following the Effective Date, furnish to the Company a completed and signed Notice and Questionnaire and such other information in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order (which, for the avoidance of doubt, may be submitted by the Holder to effect the registration thereofCompany contemporaneously with the Holder’s delivery of an exchange notice relating to the Notes to GSK); (b) upon receipt of any written notice from the Company that resales of the happening of any event of the kind described Registrable Securities have been suspended in paragraphs 4(faccordance with Sections 3(e), 3(f) or 4(g3(g), immediately discontinue any sale resale or other disposition of such Registrable Securities pursuant to such the Registration Statement until such Holder receives written notice from the filing Company that resales of an amendment or supplement as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(g)Registrable Securities may be resumed, and use commercially reasonable efforts to in each case maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it has sold resold all of the Registrable Securities held by it; and; (fe) immediately notify the Company in the event that any information supplied by such Holder in writing for inclusion in such the Registration Statement or related prospectus or amendment or supplement is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in the light of the circumstances then existing; and (f) immediately discontinue any sale resale or other disposition of such Registrable Securities pursuant to such the Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary pursuant to Section 3(e) above so that such prospectus as so amended or supplemented with respect to such Holder’s information does not contain an untrue statement of 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; and use commercially all reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose. Each Holder agrees, by acquisition of the Notes and exchange thereof for Registrable Securities, that no Holder shall be entitled to offer, sell or otherwise transfer any such Registrable Securities other than pursuant to the Registration Statement, in compliance with Rule 144 or pursuant to another exemption from registration under the Securities Act and that each such Holder shall not be entitled to sell any such Registrable Securities pursuant to the Registration Statement and related prospectus unless (i) such Holder has delivered to the Company a completed and signed Notice and Questionnaire and any other information requested in accordance with Section 4(a), together with such other information required by Section 4(f) or by the transfer agent in connection with the transfer or other disposition of such Registrable Securities, (ii) such Holder has validly submitted an exchange notice in respect of the Notes and such Notes have been exchanged for Registrable Securities and (iii) any required amendment or post-effective amendment to the Registration Statement or supplements to the prospectus included therein has been filed with the Commission in accordance with Section 3(b) or, if the Registration Statement is a subsequent Registration Statement, such subsequent Registration Statement has been filed with the Commission, and, with respect to an amendment or post-effective amendment to the Registration Statement or a subsequent Registration Statement, such amendment or post-effective amendment or subsequent Registration Statement has been declared effective by the Commission or otherwise become effective.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a the Registration Statement, each Holder shall: (a) timely furnish to the Company (i) a completed Shareholder Questionnaire and (ii) such information in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f3(e) or 4(g3(f), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f3(e) or withdrawal of the stop order referred to in paragraph 4(g3(f), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind Discontinuation Event described in paragraphs 4(f) or 4(gSection 7(d), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement is delivered to the Holder as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(gSection 7(d), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (e) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the any registration of Registrable Securities pursuant to a Registration Statementthis Agreement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself such Holder and the intended method of disposition of distribution proposed by such Registrable Securities Holder as the Company shall may reasonably request in order writing and as shall be reasonably required in connection with any registration, qualification, or compliance referred to effect the registration thereofin this Section 2; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f) or 4(gSection 2.5(e), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(fSection 2.5(e) or withdrawal and the receipt of the stop order referred to in paragraph 4(g), and use commercially reasonable efforts to maintain the confidentiality copies of such notice and its contentsamended or supplemented prospectus, and, if so directed, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies in such Holder’s possession, of the prospectus covering such Registrable Securities that is current at the time of such notice; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that at any time when any information supplied by such Holder in writing for inclusion in such Registration Statement a registration statement or related prospectus is includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make such information the statements therein not misleading or incomplete in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that that, as thereafter delivered to the purchasers of such shares, such prospectus does shall not contain 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities Common Shares pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities Common Shares as the Company shall reasonably request may be required in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs Sections 4(f) or 4(g4(i), immediately discontinue any sale or other disposition of such Registrable Securities Common Shares pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph Section 4(f) or withdrawal of the stop order referred to in paragraph 4(gSection 4(i), and use commercially reasonable efforts to maintain the confidentiality receipt of the copies of such notice and its contentsamended or supplemented prospectus, and, if so directed, each Holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Holder's possession, of the prospectus covering such Registrable Common Shares which is current at the time of such notice; (c) in the event of an underwritten offering of such Registrable Securities Common Shares in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable SecuritiesCommon Shares; (e) notify the Company when it has sold all of the Registrable Securities Common Shares held by it; and (f) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities Common Shares pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely at least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, furnish to the Company such information in writing such information regarding itself (including a shareholder questionnaire) and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(fSections 2(c), 3(e) or 4(g)3(f) of this Agreement, immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until (i) in the case of any event described in Section 2(c), notice from the Company that the Allowed Delay has ended and sales under the Registration Statement may resume, (ii) the filing of an amendment or supplement as described in paragraph 4(fSection 3(e) of this Agreement or (iii) withdrawal of the stop order referred to in paragraph 4(g)Section 3(f) of this Agreement, and use commercially reasonable best efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify in response to a request from the Company, promptly disclose to the Company when it has sold all the number of the Registrable Securities then held by it; and (fe) promptly notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable best efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f) or 4(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(g), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participatesparticipates pursuant to Section 8(e) hereof, enter into a customary and reasonable underwriting agreement and execute such other documents (including without limitation “lock-up” and indemnity agreements) as the Company and the managing underwriter for such offering may reasonably requestrequest so long as such requirements are also imposed upon directors and officers of the Company, as well as other selling shareholders under the Registration Statement; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ec) notify the Company when it has sold all of the Registrable Securities held by it; and (f) notify the Company promptly in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist provide the Company with updates on such information as may be appropriate to make such amendment or supplement effective for such purpose; (d) comply with the requirements in Section 8(d) of this Agreement.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f) or 4(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(g), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participatesparticipates pursuant to Section 8(e) hereof, enter into a customary and reasonable underwriting agreement and execute such other documents (including without limitation “lock-up” and indemnity agreements) as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ec) notify the Company when it has sold all of the Registrable Securities held by it; and (f) notify the Company promptly in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits nor omit to state a material fact required to be stated therein or necessary to make such information not misleading the statements therein, in light of the circumstances then existingin which they are made, not misleading; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of material fact or nor omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existingin which they are made, not misleading; and use commercially reasonable efforts to assist provide the Company with updates on such information as may be appropriate to make such amendment or supplement effective for such purpose; (d) comply with the requirements in Section 8(d) of this Agreement.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, and as a condition to the Company’s obligations under Section 2 hereof, each Holder shall: (a) 6.1 timely furnish to the Company in writing (i) a completed selling securityholder questionnaire in the form attached to this agreement as Annex B (the “Selling Shareholder Questionnaire”) and (ii) such information in writing regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) 6.2 upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f) Sections 4.6, 4.7 or 4(g)5, immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or Section 4.6, withdrawal of the stop order referred to in paragraph 4(g)Section 4.7 or receipt of notice of ability to resume use of the Registration Statement as described in Section 5, as the case may be, and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) 6.3 to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (e) 6.4 notify the Company when it has sold all of the Registrable Securities held by it; and (f) 6.5 notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company (i) a completed Stockholder Questionnaire and (ii) such information in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f3(e) or 4(g3(f), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f3(e) or withdrawal of the stop order referred to in paragraph 4(g3(f), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f) or 4(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(g), and and, if such Holder has agreed in writing to receive material, non-public information, to use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participatesparticipates pursuant to Section 3 hereof, enter into a customary and reasonable underwriting agreement and execute such other documents (including without limitation "lock-up" and indemnity agreements) as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a preliminary and definitive prospectus to the purchaser of such Registrable SecuritiesSecurities sold under the Registration Statement; (e) notify the Company when it has sold all of the Registrable Securities held by it; and; (f) notify the Company promptly in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist provide the Company with updates on such information as may be appropriate to make such amendment or supplement effective for such purpose; and (g) otherwise use commercially reasonable efforts to assist the Company and the underwriters, if any, in the preparation of documentation reasonably necessary or desirable to effectuate the resale of Registrable Securities pursuant to any Registration Statement filed in accordance herewith.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f4(e) or 4(g4(f), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f4(e) or withdrawal of the stop order referred to in paragraph 4(g4(f), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (e) notify the Company when it has sold all of the Registrable Securities held by it; and (f) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event Discontinuation Event of the kind described in paragraphs 4(f) or 4(gSection 8(d), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(g), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contentssupplement; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a preliminary and definitive prospectus to the purchaser of such Registrable SecuritiesSecurities sold under the Registration Statement; (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company promptly in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist provide the Company with updates on such information as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a the Registration Statement, each Holder shall: (a) timely furnish to the Company (i) a completed Shareholder Questionnaire in the form supplied to such Holder by the Company and (ii) such information in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f3(e) or 4(g3(f), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f3(e) or withdrawal of the stop order referred to in paragraph 4(g3(f), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; provided that the Company shall notify such Holder promptly in the event that it no longer meets the conditions of Rule 172(c); (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f) or 4(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(g), and and, if such Holder has agreed in writing to receive material, non-public information, to use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participatesparticipates pursuant to Section 3 hereof, enter into a customary and reasonable underwriting agreement and execute such other documents (including without limitation “lock-up” and indemnity agreements) as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a preliminary and definitive prospectus to the purchaser of such Registrable SecuritiesSecurities sold under the Registration Statement; (e) notify the Company when it has sold all of the Registrable Securities held by it; and; (f) notify the Company promptly in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist provide the Company with updates on such information as may be appropriate to make such amendment or supplement effective for such purpose; and (g) otherwise use commercially reasonable efforts to assist the Company and the underwriters, if any, in the preparation of documentation reasonably necessary or desirable to effectuate the resale of Registrable Securities pursuant to any Registration Statement filed in accordance herewith.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company Company: (i) a completed Shareholder Questionnaire in such form as shall be reasonably requested by the Company; and (ii) such information in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(fSections 3(c) or 4(g3(d), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) Section 3(c), or withdrawal of the stop order referred to in paragraph 4(gSection 3(d), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities the Shares pursuant to a the Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities the Shares (which shall not include an underwritten of the offering) as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f4(e) or 4(g4(f), immediately discontinue any sale or other disposition of such Registrable Securities Shares pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f4(e) or withdrawal of the stop order referred to in paragraph 4(g4(f), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securitiesthe Shares; (ed) notify the Company when it has sold all of the Registrable Securities Shares held by it; and; (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities the Shares pursuant to such the Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose; and (f) not take, and cause the persons under its direction or control not to take, any action during the term of this Agreement designed to stabilize or manipulate the price of any security of the Company.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities the Shares pursuant to a the Registration Statement, each Holder shall: (a) A. timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities the Shares (which shall not include an underwritten of the offering) as the Company shall reasonably request in order to effect the registration thereof; (b) B. upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f4(e) or 4(g4(f), immediately discontinue any sale or other disposition of such Registrable Securities Shares pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f4(e) or withdrawal of the stop order referred to in paragraph 4(g4(f), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) C. to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securitiesthe Shares; (e) D. notify the Company when it has sold all of the Registrable Securities Shares held by it; and; (f) E. notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities the Shares pursuant to such the Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose; and F. not take, and cause the persons under its direction or control not to take, any action during the term of this Agreement designed to stabilize or manipulate the price of any security of the Company.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a the Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f) or 4(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such the Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(g), and and, if such Holder has agreed in writing to receive material, non-public information, to use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participatesparticipates pursuant to Section 3 hereof, enter into a customary and reasonable underwriting agreement and execute such other documents (including without limitation “lock-up” and indemnity agreements) as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a preliminary prospectus to the purchaser of such Registrable SecuritiesSecurities sold under the Registration Statement; (e) notify the Company when it has sold completed the sale of all of the Registrable Securities held by it; and; (f) notify the Company promptly in the event that any information supplied by such Holder in writing for inclusion in such the Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such the Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist provide the Company with updates on such information as may be appropriate to make such amendment or supplement effective for such purpose; and (g) otherwise use commercially reasonable efforts to assist the Company and the underwriters, if any, in the preparation of documentation reasonably necessary or desirable to effectuate the resale of Registrable Securities pursuant to any Registration Statement filed in accordance herewith.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, and as a condition to the Company’s obligations under Section 2 hereof, each Holder shall: (a) timely promptly furnish to the Company in writing (i) a completed shareholder questionnaire and (ii) such information in writing regarding itself and the intended method of disposition of such Registrable Securities Securities, in each case, as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(fSections 3(e) or 4(g)3(f) or of the commencement of a Black-out Period, immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(fSection 3(e) or withdrawal of the stop order referred to in paragraph 4(gSection 3(f), or the termination of the Black-out Period, as the case may be, and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of the Registrable Securities pursuant to a the Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself itself, the Registrable Securities held by it, and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereofthereof and shall execute such documents in connection with such registration as the Company may reasonably request; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f) or 4(gSection 4(h), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such the Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(g)Section 4(h) and, if so directed by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and use commercially reasonable efforts deliver to maintain the confidentiality Company a certificate of destruction) all copies in such Holder's possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice and its contentsnotice, provided that each Holder may retain a limited number of file copies of such prospectuses; (c) in the event of an underwritten offering of such the Registrable Securities no Holder may participate in which any underwritten distribution hereunder unless such Holder participatesHolder, enter (i) enters into a customary and reasonable underwriting agreement agreement, (ii) completes and execute executes such questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents as the Company and the managing underwriter for such offering may reasonably request, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company; (d) each Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the extent required Company as reasonably requested by applicable lawthe Company in connection with the preparation and filing of the Registration Statement hereunder, deliver a prospectus to unless such Holder has notified the purchaser Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities;Securities from the Registration Statement; and (e) notify the Company when it has sold all of the each Holder whose Registrable Securities held by it; and (f) notify the Company are included in the event that any information supplied by such Holder in writing for inclusion in such a Registration Statement or related understands that the Securities Act may require delivery of a prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant relating to such Registration Statement until Statement, and each such Holder shall comply with the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 applicable delivery requirements of the circumstances then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make Securities Act in connection with any such amendment or supplement effective for such purposesale.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs Section 4(f) or 4(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph Section 4(f) or withdrawal of the stop order referred to in paragraph Section 4(g), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (e) notify the Company when it has sold all of the Registrable Securities held by it; and (f) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a any Registration Statement, each a Holder shall: (a) timely to effect registration of such Holder’s Registrable Securities following the Effective Date, furnish to the Company a completed and signed Notice and Questionnaire and such other information in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereofrequest; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(fSections 3(f), 3(g) or 4(g3(h), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such the Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or Section 3(f), withdrawal of the stop order referred to in paragraph 4(gSection 3(g) or, if use of a prospectus has been suspended pursuant to Section 3(h), until such Electing Holder is advised in writing by the Company that the then current prospectus may be used and the Holder has received notice of the filing of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus, and in each case use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) immediately notify the Company in the event that any information supplied by such Holder in writing for inclusion in such the Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in the light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such the Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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; and use all commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose. Each Holder agrees, by acquisition of the Notes and exchange thereof for Registrable Securities, that no Holder shall be entitled to sell any such Registrable Securities other than pursuant to a Registration Statement, in compliance with Rule 144 or pursuant to another exemption from registration under the Securities Act and that each such Holder shall not be entitled to sell any such Registrable Securities pursuant to a Registration Statement and related prospectus unless such Holder has delivered to the Company a completed and signed Notice and Questionnaire in accordance with Section 4(a) and such other information required by Section 4(e).

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f) or 4(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(g), and and, if such Holder has agreed in writing to receive material, non-public information, to use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participatesparticipates pursuant to Section 3 hereof, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable SecuritiesSecurities sold under the Registration Statement; (e) promptly notify the Company when it has sold all of the Registrable Securities held by it; and (f) promptly notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist provide the Company with updates information as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, and as a condition to the Company’s obligations under Section 2 hereof, each Holder shall: (a) 6.1 timely furnish to the Company in writing (i) a completed selling securityholder questionnaire and (ii) such information in writing regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) 6.2 upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs Sections 4(e) or 4(f) or 4(g)of the commencement of a Black-out Period, immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(fSection 4(e) or withdrawal of the stop order referred to in paragraph 4(gSection 4(f), or the termination of the Black-out Period, as the case may be, and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) 6.3 to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (e) 6.4 notify the Company when it has sold all of the Registrable Securities held by it; and (f) 6.5 notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a the Registration Statement, each Holder shall: (a) timely furnish to the Company (i) a completed Stockholder Questionnaire and (ii) such information in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f3(e), 3(f) or 4(g3(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such the Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or 3(e), withdrawal of the stop order referred to in paragraph 4(g3(f) or, if use of a prospectus has been suspended pursuant to paragraph 3(g), until the Holder is advised in writing by the Company that the then current prospectus may be used and the Holder has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus, and in each case use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such the Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such the Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a any Registration Statement, each Holder shall: (a) timely furnish to the Company such information in writing such information regarding itself and the intended method of disposition of such Registrable Securities in regard to each such disposition as the Company shall reasonably request in order to effect the registration thereofreflect such information in a prospectus supplement or amendment; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f3(e), 3(f) or 4(g3(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such the Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or 3(e), withdrawal of the stop order referred to in paragraph 4(g3(f) or, if use of a prospectus has been suspended pursuant to paragraph 3(g), until the Holder is advised in writing by the Company that the then current prospectus may be used and the Holder has received notice of the filing of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus, and in each case use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable lawLaw, deliver a prospectus to the purchaser of such Registrable Securities; (ed) upon request of the Company, notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such the Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such the Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use all commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely within three (3) Business Days after receipt of written request from the Company, furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(fSections 3(e) or 4(g)3(f) of this Agreement, immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(fsuch Section 3(e) or withdrawal of the stop order referred to in paragraph 4(gsuch Section 3(f), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) promptly notify the Company when it has sold all of the Registrable Securities held beneficially owned by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is contains an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; ; (f) immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and (g) as and use commercially reasonable efforts when requested by the Company, promptly complete and return to assist the Company as may be appropriate to make such amendment or supplement effective for such purposea customary “Selling Shareholder Questionnaire”.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof;., (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f) or 4(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(g), and and, if such Holder has agreed in writing to receive material, non-public information, to use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participatesparticipates pursuant to Section 3 hereof, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable SecuritiesSecurities sold under the Registration Statement; (e) notify the Company when it has sold all of the Registrable Securities held by it; and (f) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist provide the Company with updates information as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of the Registrable Securities pursuant to a Registration StatementSecurities, each Holder shallshall have the following obligations: (a) timely It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that each Holder shall furnish to the Company in writing such information regarding itself itself, the Registrable Securities held by it and the intended method of disposition of such the Registrable Securities held by it as the Company shall be reasonably request in order required to effect the registration thereof;of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder and its counsel, whether in-house or otherwise (“Counsel”), of the information the Company requires from each Holder (the “Requested Information”). If at least four Business Days prior to the anticipated filing date the Company has not received the Requested Information from each Holder or its Counsel, then the Company shall send such Holder and its Counsel a reminder of such information request. If at least two Business Days prior to the anticipated filing date the Company still has not received the Requested Information from such Holder or its Counsel, then the Company may file the Registration Statement without including Registrable Securities of such Holder. However, promptly upon receipt of the Requested Information, and at such Holder’s expense, the Company shall file such amendment(s) to the Registration Statement as may be necessary to include therein the Registrable Securities. (b) upon receipt Each Holder by its acceptance of any notice from the Registrable Securities agrees to cooperate with the Company in connection with the preparation and filing of the happening of any event of the kind described in paragraphs 4(f) or 4(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement; the Company shall, on its part, ensure that Item 507 of Regulation S-K of the Securities Act (regarding information on the selling security holders) be complied with in connection with its preparation and filing of an amendment or supplement as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(g), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contentsRegistration Statement hereunder; (c) in the event of an underwritten offering As promptly as practicable after becoming aware of such Registrable Securities in which such Holder participatesevent, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (e) notify the Company when it has sold all of the Registrable Securities held by it; and (f) notify occurrence of any event, as a result of which the Company Prospectus included in the event that any information supplied by such Holder a Registration Statement, as then in writing for inclusion in such Registration Statement or related prospectus is 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 such information not misleading the statements therein, in light of the circumstances then existingunder which they were made, not misleading; and (d) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 3(g) or 3(h), it shall immediately discontinue any sale or other its disposition of such Registrable Securities pursuant to such a Registration Statement covering such Registrable Securities until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 Holder’s receipt of the circumstances then existing; and use commercially reasonable efforts copies of the supplemented or amended Prospectus contemplated by Section 3(g) and, if so directed by the Company, such Holder shall deliver to assist the Company as may be appropriate (at the expense of the Company) or destroy (and deliver to make the Company a certificate of destruction) all copies in such amendment or supplement effective for Holder’s possession, of the Prospectus covering such purposeRegistrable Securities current at the time of receipt of such notice.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, and as a condition to the Company’s obligations under Section 2 hereof, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(e) or 4(f) or 4(g)of the commencement of a Black-out Period, immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f4(e) or withdrawal of the stop order referred to in paragraph 4(g4(f), or the termination of the Black-out Period, as the case may be, and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f) or 4(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(g), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (e) notify the Company when it has sold all of the Registrable Securities held by itit and, upon the Company’s request (which may occur no more frequently than four (4) times during any twelve month period), notify the Company as to the number of Registrable Securities held by such Holder as of a recent date; and (f) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, and as a condition to the Company’s obligations under Section 2 hereof, each Holder shall: (a) timely furnish to the Company in writing (i) a completed shareholder questionnaire and (ii) such information in writing regarding itself and the intended method of disposition of such Registrable Securities Securities, in each case, as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(fSections 3(e) or 4(g)3(f) or of the commencement of a Black-out Period, immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(fSection 3(e) or withdrawal of the stop order referred to in paragraph 4(gSection 3(f), or the termination of the Black-out Period, as the case may be, and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of the Registrable Securities pursuant to a the Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f), 4(g) or 4(g4(l)(ii), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such the Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or ), withdrawal of the stop order referred to in paragraph 4(g) or cessation of the Blackout Period referred to in paragraph 4(l)(ii), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such the Registrable Securities in which such Holder participatesSecurities, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (e) notify the Company when it has sold all of the Registrable Securities theretofore held by it; and; (f) promptly notify the Company in the event that any information supplied by such Holder in writing for inclusion in such the Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue and (g) comply in all material respects with the provisions of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules thereunder relating to stock manipulation, including without limitation Regulation M, and refrain from engaging in any sale or other disposition transaction that would result in a material violation of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purposeprovisions.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(fSections 3(e) or 4(g)3(f) of this Agreement, immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(fsuch Section 3(e) or withdrawal of the stop order referred to in paragraph 4(gsuch Section 3(f), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) promptly notify the Company when it has sold all of the Registrable Securities held beneficially owned by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is contains an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; and immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a any Registration Statement, each Holder shall: (a) timely furnish to the Company such information in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f3(f), 3(g) or 4(g3(h), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such the Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or 3(f), withdrawal of the stop order referred to in paragraph 4(g3(g) or, if use of a prospectus has been suspended pursuant to paragraph 3(h), until the Holder is advised in writing by the Company that the then current prospectus may be used and the Holder has received notice of the filing of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus, and in each case use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable lawLaw, deliver a prospectus to the purchaser of such Registrable Securities; (ed) upon request of the Company, notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such the Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such the Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use all commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely at least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, furnish to the Company such information in writing such information regarding itself (including a shareholder questionnaire) and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(fSections 2(c), 3(e) or 4(g)3(f) of this Agreement, immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until (i) in the case of any event described in Section 2(c), notice from the Company that the Allowed Delay has ended and sales under the Registration Statement may resume, (ii) the filing of an amendment or supplement as described in paragraph 4(fSection 3(e) of this Agreement or (iii) withdrawal of the stop order referred to in paragraph 4(g)Section 3(f) of this Agreement, and use commercially reasonable best efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) promptly notify the Company when it has sold all of the Registrable Securities held by it; and (fe) promptly notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable best efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f) or 4(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(g), ) and use commercially reasonable efforts notification from the Company to maintain the confidentiality of such notice and its contentseffect pursuant to paragraph 4(h) hereof; (c) in the event of an underwritten offering of such Registrable Securities in a Proposed Registration in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable SecuritiesSecurities and comply with the method of distribution specified therein; (e) notify the Company when it has sold all of the Registrable R egistrable Securities held by it; and (f) notify the Company in writing in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities by a Registrant pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company such Registrant in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company such Registrant shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company such Registrant of the happening of any event of the kind described in paragraphs 4(fPARAGRAPHS 3(e) or 4(g3(f), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(fPARAGRAPH 3(e) or the withdrawal of the stop order referred to in paragraph 4(gPARAGRAPH 3(f), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company such Registrant when it has sold all of the Registrable Securities held beneficially owned by it; and; (fe) notify the Company such Registrant in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is contains an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; and immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts and (f) refrain from selling any Games Common Shares, in the case of a Games Registration Statement, or any Software Common Shares, in the case of a Software Registration Statement, during any Lock-Up Period, except that such restriction shall not apply to assist the Company as may be appropriate extent that such Holder exercises a Piggyback Right pursuant to make such amendment or supplement effective for such purposeSECTION 2(h) above.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities by a Registrant pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company such Registrant in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company such Registrant shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company such Registrant of the happening of any event of the kind described in paragraphs 4(f3(e) or 4(g3(f), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f3(e) or the withdrawal of the stop order referred to in paragraph 4(g3(f), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company such Registrant when it has sold all of the Registrable Securities held beneficially owned by it; and; (fe) notify the Company such Registrant in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is contains an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; and immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts and (f) refrain from selling any Games Common Shares, in the case of a Games Registration Statement, or any Software Common Shares, in the case of a Software Registration Statement, during any Lock-Up Period, except that such restriction shall not apply to assist the Company as may be appropriate extent that such Holder exercises a Piggyback Right pursuant to make such amendment or supplement effective for such purposeSection 2(h) above.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of the Registrable Securities pursuant to a the Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself itself, the Registrable Securities held by it, and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereofthereof and shall execute such documents in connection with such registration as the Company may reasonably request; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f) or 4(gparagraph 4(h), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such the Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(g)4(h) and, if so directed by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and use commercially reasonable efforts deliver to maintain the confidentiality Company a certificate of destruction) all copies in such Holder's possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice and its contentsnotice, provided that each Holder may retain a limited number of file copies of such prospectuses; (c) in the event of an underwritten offering of such the Registrable Securities no Holder may participate in which any underwritten distribution hereunder unless such Holder participates, enter Holder: (i) enters into a customary and reasonable underwriting agreement agreement; (ii) completes and execute executes such questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents as the Company and the managing underwriter for such offering may reasonably request; and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company; (d) each Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the extent required Company as reasonably requested by applicable lawthe Company in connection with the preparation and filing of the Registration Statement hereunder, deliver a prospectus to unless such Holder has notified the purchaser Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities;Securities from the Registration Statement; and (e) notify the Company when it has sold all of the each Holder whose Registrable Securities held by it; and (f) notify the Company are included in the event that any information supplied by such Holder in writing for inclusion in such a Registration Statement or related understands that the Securities Act may require delivery of a prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant relating to such Registration Statement until Statement, and each such Holder shall comply with the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 applicable delivery requirements of the circumstances then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make Securities Act in connection with any such amendment or supplement effective for such purposesale.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a the Registration Statement, each Holder shall: (a) timely furnish to the Company (i) a completed Stockholder Questionnaire and (ii) such information in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f3(e), 3(f) or 4(g3(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such the Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or 3(e), withdrawal of the stop order referred to in paragraph 4(g3(f) or, if use of a prospectus has been suspended pursuant to paragraph 3(g), until the Holder is advised in writing by the Company that the then current prospectus may be used and the Holder has received notice of the filing of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus, and in each case use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) upon request of the Company, notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such the Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such the Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely within three (3) Business Days after receipt of written request from the Company, furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(fSections 3(e) or 4(g)3(f) of this Agreement, immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(fsuch Section 3(e) or withdrawal of the stop order referred to in paragraph 4(gsuch Section 3(f), and use commercially reasonable efforts to will maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) promptly notify the Company when it has sold all of the Registrable Securities held beneficially owned by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is contains an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; and immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of the Registrable Securities pursuant to a the Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f4(g), 4(h) or 4(g4(l) (a "Suspension Notice"), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such the Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or 4(g), withdrawal of the stop order referred to in paragraph 4(g4(h) or notice from the Company of the cessation of a Blackout Period pursuant to paragraph 4(l); provided, and use commercially reasonable efforts however, that the Company shall instruct the Transfer Agent to maintain deliver unlegended shares of Common Stock to a Holder or to the confidentiality transferee of such notice and Holder in accordance with the Certificate of Designation or Warrant, as the case may be, in connection with any sale of Registrable Securities with respect to which such Holder has entered into a contract of sale prior to its contentsreceipt of a Suspension Notice from the Company (as long as such delivery is not prohibited by the express terms of any stop order or other order suspending the effectiveness of the Registration Statement); (c) in the event of an underwritten offering of such the Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the each purchaser of such Registrable Securities;; and (e) notify the Company when it has sold all of the Registrable Securities theretofore held by it; and (f) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company (i) a completed Shareholder Questionnaire in such form as shall be reasonably requested by the Company and (ii) such information in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(fSections 3(c) or 4(g3(d), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(fSection 3(c) or withdrawal of the stop order referred to in paragraph 4(gSection 3(d), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f3(f) or 4(g3(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f3(f) or withdrawal of the stop order referred to in paragraph 4(g3(g), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and and/or the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (e) in the event a Holder is deemed to be an underwriter in connection with the offering of Registrable Securities, such Holder consents to the inclusion of customary disclosure in the Registration Statement with respect thereto; (f) notify the Company when it has sold all of the Registrable Securities held by it; and (fg) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(f) or 4(g), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(f) or withdrawal of the stop order referred to in paragraph 4(g), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (e) notify the Company when it has sold all of the such Registrable Securities theretofore held by it; and; (f) promptly notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue and (g) in connection with any sale or underwritten registration hereunder, (i) agree to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other disposition documents reasonably required under the terms of such Registrable Securities pursuant underwriting arrangements, and (iii) agree to such Registration Statement until the filing pay its pro rata share of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; all underwriting discounts, commissions and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purposeexpenses.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company (i) a completed Stockholder Questionnaire in such form as shall be reasonably requested by the Company and (ii) such information in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(fSections 3(c) or 4(g3(d), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(fSection 3(c) or withdrawal of the stop order referred to in paragraph 4(gSection 3(d), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, and as a condition to the Company's obligations under Section 2 hereof, each Holder shall: (a) timely furnish to the Company in writing (i) a completed shareholder questionnaire and (ii) such information in writing regarding itself and the intended method of disposition of such Registrable Securities Securities, in each case, as the Company shall reasonably request in order to effect the registration thereof; (b) upon receipt of any notice from the Company of the happening of any event of the kind described in paragraphs 4(fSections 3(e) or 4(g)3(f) or of the commencement of a Black-out Period, immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(fSection 3(e) or withdrawal of the stop order referred to in paragraph 4(gSection 3(f), or the termination of the Black-out Period, as the case may be, and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (c) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and the managing underwriter for such offering may reasonably request; (d) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ed) notify the Company when it has sold all of the Registrable Securities held by it; and (fe) notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company as may be appropriate to make such amendment or supplement effective for such purpose.

OBLIGATIONS OF EACH HOLDER. In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall: (a) timely furnish to the Company Corporation in writing such information regarding itself and the intended method of disposition of such Registrable Securities Securities, including the identity of and compensation to be paid to any proposed broker-dealer to be employed in connection therewith, as the Company Corporation shall reasonably request in order to effect the registration thereof; (b) execute and deliver to the Corporation such written representations and undertakings as the Corporation and its counsel may reasonably require in order to ensure full compliance with relevant provisions of the 1933 Act and the 1934 Act; (c) upon receipt of any notice from the Company Corporation of the happening of any event of the kind described in paragraphs 4(fSections 4(e) or 4(g4(f), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in paragraph 4(fSection 4(e) or withdrawal of the stop order referred to in paragraph 4(gSection 4(f), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (cd) in the event of an underwritten offering of such Registrable Securities in which such Holder participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Company and Corporation and/or the managing underwriter for such offering may reasonably request; (de) to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities; (ef) notify the Company Corporation when it has sold all of the Registrable Securities held by it; and (fg) notify the Company Corporation in the event that any information supplied by such Holder to the Corporation in writing for inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of 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 then existing; and use commercially reasonable efforts to assist the Company Corporation as may be appropriate to make such amendment or supplement effective for such purpose.