Common use of Obligations of Purchaser Clause in Contracts

Obligations of Purchaser. Purchaser shall: (a) not sell any Registrable Securities under the Registration Statement until the Company has electronically filed the related Prospectus as then amended or supplemented and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective. (b) upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3.1(c)(ii), 3.1(c)(iii), 3.1(c)(iv), 3.1(c)(v) or 3.1(c)(vi), Purchaser will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until Purchaser’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3.1(j), or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (c) promptly after request by the Company, furnish to the Company information regarding Purchaser and the distribution of the Registrable Securities as is required by law to be disclosed in the Registration Statement, Prospectus, or any amendment or supplement thereto, and the Company may exclude from such registration the Registrable Securities if Purchaser unreasonably fails to furnish such information within a reasonable time after receiving such request. If the Registration Statement refers to Purchaser by name or otherwise as the holder of any securities of the Company, then Purchaser may require (if such reference to Purchaser by name or otherwise is not required by the Securities Act or any similar federal statute then in force) the deletion of the reference to Purchaser in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.

Obligations of Purchaser. Prior to the Termination Date, or the earlier termination of this Agreement, the Purchaser shall: (a) shall not, directly or indirectly, negotiate or deal with any party other than Aura relating to an Alternative Transaction involving the Purchaser or the acquisition by the Purchaser of all or any part of the outstanding shares or assets or property of any other person, or solicit enquiries or provide information with respect to same. Notwithstanding the foregoing, nothing contained in this Agreement shall be interpreted to extend to the acts or omissions of any person acting in his or her capacity as a director or officer of the Purchaser or otherwise to xxxxxx the proper exercise of discretion of such person. In addition, nothing contained in this Agreement will prohibit, prevent or restrict the Purchaser furnishing or from providing information in respect of or otherwise responding to or engaging in discussions or negotiations in respect of, an unsolicited Alternative Transaction not sell resulting from a breach of this Section 10.02, or the directors of the Purchaser, in the fulfilment of their fiduciary duties, from supporting or facilitating any Registrable Securities under such unsolicited Alternative Transaction, or the Registration Statement until Purchaser from completing any such Alternative Transaction, or entering into a definitive and binding agreement to effect such an Alternative Transaction, if directors of the Company has electronically filed Purchaser determine in good faith, after consultation, to the related Prospectus as then amended or supplemented extent considered appropriate by the directors, with its financial and notice from the Company legal advisors, that such Registration Statement and any post-effective amendments thereto have become effective. (b) upon receipt of unsolicited Alternative Transaction constitutes, or could reasonably be expected to lead to or result in, a notice from transaction that would, if consummated in accordance with its terms, be more favourable to the Company Purchaser or the shareholders of the occurrence of any event Purchaser than the Transaction provided, however, that prior to taking such action, the directors of the kind described in Section 3.1(c)(ii)Purchaser shall have concluded, 3.1(c)(iii)after considering applicable laws, 3.1(c)(iv), 3.1(c)(v) or 3.1(c)(vi), Purchaser will forthwith discontinue disposition and receiving advice of outside counsel that such Registrable Securities under the Registration Statement until Purchaser’s receipt action would be a proper exercise of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3.1(j)its fiduciary duties, or until is otherwise required under, applicable laws, that it is advised in writing (the “Advice”) by the Company appropriate that the use of the applicable Prospectus may be resumed, and, directors take such action in either case, has received copies of any additional order to properly discharge their fiduciary duties or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (c) promptly after request by the Company, furnish to the Company information regarding Purchaser and the distribution of the Registrable Securities as is required by law to be disclosed in the Registration Statement, Prospectus, or any amendment or supplement thereto, and the Company may exclude from such registration the Registrable Securities if Purchaser unreasonably fails to furnish such information within a reasonable time after receiving such request. If the Registration Statement refers to Purchaser by name or otherwise as the holder of any securities of the Company, then Purchaser may require (if such reference to Purchaser by name or otherwise is not required by the Securities Act or any similar federal statute then in force) the deletion of the reference to Purchaser in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be requiredaction is otherwise required under applicable laws.

Obligations of Purchaser. (i) The Company may require the Purchaser shall: (a) not sell as to which any Registrable registration of the Purchased Securities under the Registration Statement until is being effected to furnish the Company has electronically filed with such information regarding the related Prospectus Purchaser and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as then amended or supplemented and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effectivemay from time to time reasonably request in writing. (bii) The Purchaser agrees that, upon receipt of a any notice from the Company of the occurrence happening of any event of the kind described in Section 3.1(c)(ii)clause (c)(vi) of this Section, 3.1(c)(iii), 3.1(c)(iv), 3.1(c)(v) or 3.1(c)(vi), Purchaser such holder will forthwith discontinue disposition of Purchased Securities pursuant to the registration statement covering such Registrable Purchased Securities under the Registration Statement until Purchaser’s such holder's receipt of the copies of the supplemented Prospectus and/or or amended Registration Statement prospectus contemplated by Section 3.1(j), or until it is advised in writing clause (the “Advice”c)(vi) by the Company that the use of the applicable Prospectus may be resumedthis Section, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (c) promptly after request if so directed by the Company, furnish such holder will deliver to the Company information regarding Purchaser and (at the distribution Company's expense) all copies, other than permanent file copies then in such holder's possession, of the Registrable prospectus covering such Purchased Securities as is required by law to be disclosed in current at the Registration Statement, Prospectus, or any amendment or supplement thereto, and time of receipt of such notice. In the event the Company may exclude shall give any such notice, the period mentioned in clause (c)(ii) of this Section shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to clause (c)(vi) of this Section and including the date when each seller of Purchased Securities covered by such registration statement shall have received the Registrable Securities if Purchaser unreasonably fails to furnish such information within a reasonable time after receiving such request. If the Registration Statement refers to Purchaser by name or otherwise as the holder of any securities copies of the Company, then Purchaser may require supplemented or amended prospectus contemplated by clause (if such reference to Purchaser by name or otherwise is not required by the Securities Act or any similar federal statute then in forcec)(vi) the deletion of the reference to Purchaser in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be requiredthis Section.

Obligations of Purchaser. In connection with the registration of the Registrable Securities, Purchaser shallshall have the following obligations: (a) not sell any 4.1 Purchaser shall furnish to the Company such information regarding itself, the Registrable Securities under held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) business days prior to the first anticipated filing date of the Registration Statement until Statement, the Company shall notify Purchaser of the information the Company requires from Purchaser. 4.2 Purchaser, by such Purchaser's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statements hereunder, unless Purchaser has electronically filed notified the related Prospectus as then amended or supplemented and notice Company in writing of such Purchaser's election to exclude all of Purchaser's Registrable Securities from the Company Registration Statement. 4.3 Purchaser whose Registrable Securities are included in a Registration Statement understands that the Securities Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such Registration Statement Statement, and Purchaser shall use its reasonable efforts to comply with the applicable prospectus delivery requirements of the Securities Act in connection with any post-effective amendments thereto have become effectivesuch sale. (b) 4.4 Purchaser agrees that, upon receipt of a written notice from the Company of the occurrence happening of any event of the kind described in Section 3.1(c)(ii)3.6, 3.1(c)(iii), 3.1(c)(iv), 3.1(c)(v) or 3.1(c)(vi), such Purchaser will forthwith immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities under the Registration Statement until such Purchaser’s 's receipt of the copies of the supplemented Prospectus and/or or amended Registration Statement prospectus contemplated by Section 3.1(j), or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, 3.6 and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (c) promptly after request if so directed by the Company, furnish Purchaser shall deliver to the Company information regarding Purchaser and (at the distribution of the Registrable Securities as is required by law to be disclosed in the Registration Statement, Prospectus, or any amendment or supplement thereto, and the Company may exclude from such registration the Registrable Securities if Purchaser unreasonably fails to furnish such information within a reasonable time after receiving such request. If the Registration Statement refers to Purchaser by name or otherwise as the holder of any securities expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in Purchaser's possession (other than a limited number of permanent file copies), then of the prospectus covering such Registrable Securities current at the time of receipt of such notice. 4.5 Without limiting Purchaser's rights under Section 2.1 or 3.2 hereof, no Purchaser may require participate in any underwritten distribution hereunder unless Purchaser (if such reference a) agrees to Purchaser by name or otherwise is not required sell Purchaser's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Securities Act or Company, (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (c) agrees to pay its pro rata share of all underwriting discounts and commissions and any similar federal statute then expenses in force) excess of those payable by the deletion of the reference Company pursuant to Purchaser in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.Article V.

Obligations of Purchaser. Purchaser shall: (a) not sell At least seven (7) Business Days prior to the first anticipated filing date of a Registration Statement and at least five (5) Business Days prior to the filing of any amendment or supplement to a Registration Statement, the Company shall notify Purchaser in writing of the information, if any, the Company requires from Purchaser if Purchaser elects to have any of Purchaser’s Registrable Securities under the Registration Statement until the Company has electronically filed the related Prospectus as then amended or supplemented and notice from the Company that included in such Registration Statement or, with respect to an amendment or a supplement, if Purchaser’s Registrable Securities are included in such Registration Statement (each an “Information Request”). Provided that the Company shall have complied with its obligations set forth in the preceding sentence, 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 of Purchaser that Purchaser shall promptly furnish to the Company, within a reasonable time period prior to filing, in response to an Information Request, such information regarding itself, the Registrable Securities held by it and any post-effective amendments thereto have become effectivethe intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Purchaser selling Registrable Securities pursuant to a Registration Statement shall be required to be named as a selling stockholder in the related prospectus and, if required, to deliver or cause to be delivered a prospectus to purchasers. (b) Purchaser, by Purchaser’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless Purchaser has notified the Company in writing of Purchaser’s election to exclude all of Purchaser’s Registrable Securities from such Registration Statement. (c) Purchaser agrees that, upon receipt of a any notice from the Company of the occurrence happening of any event of the kind described in Section 3.1(c)(ii3(g) or the first sentence of 3(f), 3.1(c)(iii)written notice from the Company of an Allowable Grace Period or written notice from the Company that a previously effective Registration Statement is no longer effective, 3.1(c)(iv), 3.1(c)(v) or 3.1(c)(vi), Purchaser it will forthwith immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities under the Registration Statement until Purchaser’s receipt of the copies of the supplemented Prospectus and/or or amended Registration Statement prospectus contemplated by Section 3.1(j), 3(g) or until it the first sentence of 3(f) or receipt of notice that no supplement or amendment is advised in writing (the “Advice”) by the Company required or that the use of the applicable Prospectus may be resumed, and, in either case, Allowable Grace Period has received copies of any additional ended or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (c) promptly after request by the Company, furnish to the Company information regarding Purchaser and the distribution of the Registrable Securities as is required by law to be disclosed in the Registration Statement, Prospectus, or any amendment or supplement thereto, and the Company may exclude from such registration the Registrable Securities if Purchaser unreasonably fails to furnish such information within a reasonable time after receiving such request. If the Registration Statement refers is effective. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of Purchaser by name or otherwise as in accordance with the holder terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which Purchaser has entered into a contract for sale prior to Purchaser’s receipt of a notice from the Company of the happening of any securities event of the Company, then kind described in Section 3(g) or the first sentence of 3(f) and for which Purchaser may require (if such reference to Purchaser by name or otherwise is has not required by the Securities Act or any similar federal statute then in force) the deletion of the reference to Purchaser in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be requiredyet settled.

Obligations of Purchaser. Purchaser shall: (a) not sell If the Closing occurs, subject to the terms of this Article IX, Purchaser and the Surviving Entity shall indemnify and hold harmless the Principal Equity Holder, its Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Principal Equity Holder Indemnified Parties”), on behalf of the Equity Holders, from and against Losses incurred by any Registrable Securities under Principal Equity Holder Indemnified Party by reason of (i) any breach of any of the Registration Statement until representations or warranties of Purchaser and Merger Sub contained in Article V or in any certificate delivered pursuant hereto or (ii) any breach in any material respect of any of the Company has electronically filed covenants or agreements of Purchaser, Merger Sub or the related Prospectus as then amended Surviving Entity contained in this Agreement that by their terms are to be performed in whole or supplemented and notice from in part, or which prohibit actions, subsequent to the Company that such Registration Statement and any post-effective amendments thereto have become effectiveClosing Date. (b) upon receipt The obligation of Purchaser to indemnify any Principal Equity Holder Indemnified Party for Losses shall be subject to the following provisions: (i) no Principal Equity Holder Indemnified Parties shall be entitled to make a notice from claim against Purchaser for indemnification under Section 9.3(a)(i) (other than with respect to any representation or warranty in Section 5.1 or 5.2) (“Principal Equity Holder Claim”) unless and until an individual incident gives rise to Losses which constitutes a Base Claim; (ii) Purchaser shall not be required to provide indemnification to any Principal Equity Holder Indemnified Party pursuant to Section 9.3(a)(i) (other than with respect to any representation or warranty in Section 5.1 or 5.2) unless the Company aggregate amount of Losses incurred by all Principal Equity Holder Indemnified Parties in respect of Principal Equity Holder Claims constituting Base Claims exceeds the Basket, and then Principal Equity Holder Indemnified Parties shall be entitled to indemnification for only the amount in excess of the occurrence Basket; (iii) in no event shall the aggregate amount of Losses for which Purchaser is obligated to indemnify Principal Equity Holder Indemnified Parties pursuant to Section 9.3(a)(i) or (a)(ii) (other than with respect to any breach of Section 2.13 or Section 2.14) exceed the Ceiling; and (iv) any qualification of the representations and warranties by reference to the materiality of the matters stated therein, or words of similar effect, shall be disregarded in determining any breach thereof or the amount of any event of the kind described in Section 3.1(c)(ii), 3.1(c)(iii), 3.1(c)(iv), 3.1(c)(v) or 3.1(c)(vi), Purchaser will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until Purchaser’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3.1(j), or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration StatementLoss arising therefrom. (c) promptly after request by the Company, furnish to the Company information regarding Purchaser and the distribution of the Registrable Securities as is required by law to be disclosed in the Registration Statement, Prospectus, or any amendment or supplement thereto, and the Company may exclude from such registration the Registrable Securities if Purchaser unreasonably fails to furnish such information within a reasonable time after receiving such request. If the Registration Statement refers to Purchaser by name or otherwise as the holder of any securities of the Company, then Purchaser may require (if such reference to Purchaser by name or otherwise is not required by the Securities Act or any similar federal statute then in force) the deletion of the reference to Purchaser in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.