Common use of Obligations of the Company Clause in Contracts

Obligations of the Company. Subject to Sections 2(c) and 2(d) hereof, the Company shall: (a) use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by the Registration Statement for the period required to effect the distribution of the Registrable Stock; (f) make available to each Purchaser such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as such Purchaser may reasonably request in order to facilitate their disposition of its Registrable Stock; (g) use its commercially reasonable efforts to register and qualify the Registrable Stock under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by Purchaser; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); and (p) take all such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Laws.

Obligations of the Company. Subject Whenever registration of Registrable Securities has been requested pursuant to Sections 2(c) 3, 4 or 5 of this Agreement, the Company shall use its best efforts to effect the registration and 2(d) hereofsale of such Registrable Securities in accordance with the intended method of distribution thereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible: (a) use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC Commission (as promptly as practicable, but in any event not later than ninety (90) days after receipt of a request to file a registration statement with respect to Registrable Securities) a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use its best efforts to cause such registration statement to become effective; provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall (A) provide counsel selected by the holders of a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to participate in the preparation of such registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the Commission, which documents shall be subject to the review of Holders’ Counsel, and (B) notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the Commission and take all reasonable action required to prevent the entry of such stop order or to remove it if entered; (ii) prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith as may be reasonably necessary to keep such registration statement effective for a period of not less than 24 months or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold (but not before the Registration Statement effective expiration of the ninety (90) day period referred to in Section 4(3) of the Securities Act and to Rule 174 thereunder, if applicable), and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by such registration statement during such period in accordance with the Registration Statement for intended methods of disposition by the period required to effect the distribution of the Registrable Stocksellers thereof set forth in such registration statement; (fiii) make available as soon as reasonably possible, furnish to each Purchaser seller of Registrable Securities, prior to filing a registration statement, copies of such numbers registration statement as it is proposed to be filed, and thereafter such number of copies of a prospectussuch registration statement, each amendment and supplement thereto (in each case including a all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus, as required by the Securities Act, ) and such other documents as each such Purchaser seller may reasonably request in order to facilitate their the disposition of its the Registrable StockSecurities owned by such seller; (giv) use its commercially reasonable best efforts to register and or qualify the such Registrable Stock Securities under such other securities or blue-blue sky laws of such jurisdictions as shall any seller of Registrable Securities reasonably requests, and to continue such qualification in effect in such jurisdictions for as long as is permissible pursuant to the laws of such jurisdictions, or for as long as any such seller requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably requested necessary or advisable to enable any such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by Purchasersuch seller; provided, however, that the Company shall not be obligated to effect, or take any action to effect, any such registration or qualification in any particular jurisdiction in which the Company would be required in connection therewith or to qualify as a condition thereto foreign corporation, subject itself to qualify to do business taxation in that jurisdiction or to file execute a general consent to service of process in any jurisdiction, effecting such registration or qualification unless the Company is already subject to taxation or service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (hv) use its commercially reasonable best efforts to cause all the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Securities to consummate the disposition of such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listedSecurities; (ivi) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in notify each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares seller of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers Securities at any time when a prospectus relating thereto is required to be delivered under the Securities Act of Act, upon discovery that, or upon the happening of any event as a result of which which, the prospectus included in the Registration Statement, as then in effect, includes such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers Company shall promptly prepare a supplement or amendment to such prospectus and make available furnish to Purchasers each seller a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, prospectus as may be necessary so that, as thereafter delivered after delivery to the purchasers of such securitiesRegistrable Securities, such prospectus shall not include contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); andmade; (pvii) enter into and perform customary agreements (including an underwriting agreement in customary form with the Approved Underwriter or Company Underwriter, if any, selected as provided in Sections 3, 4 or 5) and take all such other actions as are reasonably necessary required in order to expedite or facilitate the disposition of such Registrable Securities; (viii) make available for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition pursuant to such registration statement, Holders’ Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an “Inspector” and collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (A) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or to confirm that no such misstatement or omission has been made, (B) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (C) the information in such Records has been made generally available to the public or is required to be filed with, or made available as supplemental information to, the Commission. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential; (ix) if such sale is pursuant to an underwritten offering, obtain a “cold comfort” letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters and as Holders’ Counsel or the managing underwriters reasonably request; (x) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as such seller or underwriters may reasonably request and are customarily included in such opinions; (xi) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than 15 months after the effective date of the registration statement, an earnings statement covering a period of 12 months beginning after the effective date of the registration statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act; (xii) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied; (xiii) keep each seller of Registrable Securities reasonably advised in writing as to the initiation and progress of any registration under Sections 3, 4 or 5 hereunder; (xiv) provide officers’ certificates and other customary closing documents; (xv) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD; and (xvi) use its best efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby and cooperate with the holders of such Registrable Securities to facilitate the disposition of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Lawspursuant thereto.

Obligations of the Company. Subject Whenever registration of Registrable Securities has been requested or required pursuant to Sections 2(c) Section 3, Section 4 or Section 5, the Company shall, subject to any terms, conditions or limitations set forth in Section 3, Section 4 or Section 5, as applicable, use its reasonable best efforts to effect the registration and 2(d) hereofsale of such Registrable Securities in accordance with the intended method of distribution thereof as promptly as reasonably practicable, and in connection with any such request or requirement, the Company shall: (ai) use commercially reasonable efforts to as soon as reasonably practicable, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective effective; provided, however, that (A) before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including any documents incorporated by reference therein), or before using any Free Writing Prospectus, the Company shall provide the single law firm selected as counsel by the Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) and any other Inspector with an adequate and appropriate opportunity to remain continuously effective for a period that will terminate upon review and comment on such Registration Statement, each Prospectus included therein (and each amendment or supplement thereto), each document incorporated by reference therein and each Free Writing Prospectus to be filed with the earlier of Commission, subject to such documents being under the Company’s control, and (iB) the date on which all such Company shall notify the Holders’ Counsel and each seller of Registrable Stock has been disposed of Securities pursuant to such effective Registration Statement, Statement of any stop order issued or (b) threatened by the date on which Commission and take all actions required to prevent the entry of such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant stop order or to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assignedremove it if entered; (bii) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel as soon as reasonably objects; (c) notify Purchaserspracticable, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC Commission such amendments and supplements to the such Registration Statement and the prospectus Prospectus used in connection therewith as may be reasonably necessary to keep the such Registration Statement effective for the lesser of (A) 120 days and to (B) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold; provided, that in the case of a Shelf Registration, the Company shall keep such Registration Statement effective until all Registrable Securities covered by such Registration Statement shall have been sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by the such Registration Statement for during such period in accordance with the period required to effect intended methods of disposition by the distribution of the Registrable Stocksellers thereof set forth in such Registration Statement; (fiii) make available as soon as reasonably practicable, furnish to each Purchaser seller of Registrable Securities, prior to filing a Registration Statement, at least one copy of such numbers Registration Statement as is proposed to be filed, and thereafter such number of copies of a prospectussuch Registration Statement, each amendment and supplement thereto (in each case including a all exhibits thereto), the Prospectus included in such Registration Statement (including each preliminary prospectusProspectus), as required by any Prospectus filed pursuant to Rule 424 promulgated under the Securities Act, Act and any Free Writing Prospectus as each such other documents as such Purchaser seller may reasonably request in order to facilitate their the disposition of its the Registrable StockSecurities owned by such seller; (giv) use its commercially reasonable efforts to as soon as reasonably practicable, register and or qualify the such Registrable Stock Securities under such other securities or blue-sky “blue sky” laws of such jurisdictions as shall any seller of Registrable Securities may request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably requested necessary or advisable to enable any such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by Purchasersuch seller; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 7(a)(iv), (B) subject itself to taxation in any such jurisdiction or to file a general (C) consent to general service of process in any such jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (hv) use its commercially reasonable efforts as soon as reasonably practicable, notify each seller of Registrable Securities: (A) when a Prospectus, any Prospectus supplement, any Free Writing Prospectus, a Registration Statement or a post-effective amendment to cause all such Registrable Stock a Registration Statement has been filed with the Commission, and, with respect to be listed on a national securities exchange Registration Statement or trading system and each securities exchange and trading system any post-effective amendment, when the same has become effective; (if anyB) on which similar securities issued of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement, related Prospectus or Free Writing Prospectus or for additional information; (C) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation or threatening of any proceedings for that purpose; (D) of the receipt by the Company are then listed; (i) provide a transfer agent and registrar for of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Stock and provide Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose; (E) of the existence of any fact or happening of any event of which the Company has knowledge which makes any statement of a CUSIP number for all material fact in such Registrable StockRegistration Statement, related Prospectus or Free Writing Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes in the Registration Statement, Prospectus or Free Writing Prospectus in order that, in each the case not later than the effective date of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of such Prospectus or Free Writing Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (F) of the determination by counsel of the Company that a post-effective amendment to a Registration Statement is advisable; (jvi) use its commercially reasonable efforts as soon as reasonably practicable, upon the occurrence of any event contemplated by Section 7(a)(v)(E) or, subject to make availableSections 3(b) and 5(c), on the date that shares existence of a Valid Business Reason, as promptly as reasonably practicable, prepare a supplement or amendment to such Registration Statement, related Prospectus or Free Writing Prospectus and furnish to each seller of Registrable Stock are delivered Securities a reasonable number of copies of such supplement to or an amendment of such Registration Statement, Prospectus or Free Writing Prospectus as may be necessary so that, after delivery to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as purchasers of such date, of the counsel representing the Company for the purposes of such registrationRegistrable Securities, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as case of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of such denominations and registered Prospectus or Free Writing Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness light of the Registration Statement a supply of such certificatescircumstances under which they were made, not misleading; (lvii) in the event of any underwritten public offering, enter into and perform its obligations under an customary agreements (including underwriting agreementand indemnification and contribution agreements in customary form with the Approved Underwriter or the Company Underwriter, as applicable) and take such other commercially reasonable actions as are required in form order to expedite or facilitate each disposition of Registrable Securities and substance as is customarily given shall provide all reasonable cooperation, including causing appropriate officers to attend and participate in “road shows” and other information meetings organized by the Approved Underwriter or Company Underwriter, if applicable, and causing counsel to the Company to underwriters deliver customary legal opinions in an underwritten public offering, connection with the underwriter(s) of any such offeringunderwriting agreements; (mviii) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available at reasonable times for inspection by any underwriter(s) seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to the a Registration Statement, Holders’ Counsel and any attorney or attorney, accountant or other agent retained by any such underwriterseller or any managing underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents, documents and properties of the Company and its subsidiaries (collectively, the “Records”)) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directorsdirectors and employees, employees and the independent public accountants of the Company, to supply all information reasonably requested by any underwriter, attorney, accountant or agent, such Inspector in each case, as necessary or advisable to verify the accuracy of the information in connection with such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Statement. Records that the Company determines, in good faith, to be confidential and that which it notifies any underwriter the Inspectors are confidential shall not be disclosed by the underwriter Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (iA) the disclosure of such Records is necessary necessary, in the Inspector’s judgment, to avoid or correct a material misstatement or omission in such the Registration Statement or Statement, (iiB) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or is otherwise required by Applicable Law. Purchasers agree that (C) the information obtained in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters Company or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is has been made generally available to the public, and further agree that. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential; (nix) if such sale is pursuant to an underwritten public offering, use its commercially reasonable best efforts to obtain a “cold comfort” letter or letters, dated as of such date or dates as the Holders’ counsel or the managing underwriter reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as Holders’ Counsel or the managing underwriter reasonably requests; (ix) prevent furnish, at the issuance request of any stop order seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions and negative assurance letters; (xi) with respect to each Free Writing Prospectus or other suspension of effectiveness and, (ii) materials to be included in the event Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Free Writing Prospectus or other materials without the prior written consent of the issuance Holders of the Registrable Securities covered by such registration statement, which Free Writing Prospectuses or other materials shall be subject to the review of Holders’ Counsel; (xii) as soon as reasonably practicable and within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Free Writing Prospectuses with the Commission; (xiii) as soon as reasonably practicable and within the deadlines specified by the Securities Act, make all required filing fee payments in respect of any stop order suspending Registration Statement or Prospectus used under this Agreement (and any offering covered thereby); (xiv) comply with all applicable rules and regulations of the effectiveness Commission, and make available to its security holders, as soon as reasonably practicable but no later than 15 months after the effective date of the Registration Statement, or an earnings statement covering a period of 12 months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; (xv) cause all such Registrable Securities to be listed on each securities exchange on which Registrable Class Securities issued by the Company are then listed, provided that the applicable listing requirements are satisfied; (xvi) as expeditiously as practicable, keep Holders’ Counsel advised in writing as to the initiation and progress of any order suspending registration under Section 3, Section 4 or preventing Section 5 and provide Holders’ Counsel with all correspondence with the use Commission in connection with any such Registration Statement; (xvii) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any related filings required to be made with FINRA; (xviii) if such registration is pursuant to a Registration Statement on Form S-3 or any similar short-form registration, include in the body of the prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement such additional information for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly marketing purposes as the withdrawal of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised)managing underwriter reasonably requests; and (pxix) take all such other actions as are steps reasonably necessary in order to facilitate effect the registration and disposition of such the Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Lawscontemplated hereby.

Obligations of the Company. Subject If and whenever the Company is required to Sections 2(c) and 2(d) hereofeffect a registration of Registrable Securities pursuant to Section 15(a), the Company shallwill, as expeditiously as possible: (ai) prepare and file with the SEC, as soon as practicable, a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause such Registration Statement to become effective and effective; provided that at least five (5) days prior to filing a Registration Statement or Prospectus or any amendment or supplements thereto, including documents incorporated by reference after the initial filing of any Registration Statement, the Company will furnish to the Selling Holders of the Registrable Securities covered by such Registration Statement copies of all such documents to be filed, which documents will be subject to the review of such Selling Holders; (ii) if a Registration Statement covering Registrable Securities is on Form S-3, use commercially reasonable efforts to cause such Registration Statement to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registrable Stock has Registration Statement as amended from time to time, have been disposed of pursuant to such effective Registration Statementsold, or and (bii) the date on which all Registrable Securities covered by such Registrable Stock is Registration Statement may be sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned144(k); (biii) provide copies to and permit counsel designated by the Purchasers to review each if a Registration Statement and all amendments and supplements thereto no fewer covering Registrable Securities is on a form other than five Form S-3 (5) days prior to their filing with the SEC and including, but not file any document to which such counsel reasonably objects; (c) notify Purchaserslimited to, promptly after the Company receives notice thereofForm S-1), and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC such amendments and supplements post-effective amendments to the such Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to keep the such Registration Statement effective and for a reasonable period or as otherwise provided herein; cause the related Prospectus to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered be supplemented by the Registration Statement for the period any required to effect the distribution of the Registrable Stock; (f) make available to each Purchaser such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities ActProspectus supplement, and such other documents as such Purchaser may reasonably request in order so supplemented to facilitate their disposition of its Registrable Stock; (g) use its commercially reasonable efforts be filed pursuant to register and qualify the Registrable Stock Rule 424 under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by Purchaser; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (hiv) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by notify the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares Selling Holders of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwritersSecurities promptly, and (iiif requested by any such Selling Holder) confirm such advice in writing, (A) when a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers Prospectus or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offeringProspectus supplement or post-effective amendment has been filed, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offeringand, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory respect to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or any post-effective amendment, when the same has become effective; (iiB) of any request by the release of such Records is ordered pursuant SEC for amendments or supplements to a subpoena Registration Statement or other order from a court of competent jurisdiction related Prospectus or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; additional information; (nC) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or the Registration Statement, or initiation of any order suspending or preventing proceedings for that purpose; (D) of the use receipt by the Company of any related prospectus or suspending notification with respect to the suspension of the qualification of any of the Registrable Stock included in such Registration Statement Securities for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly jurisdiction or the withdrawal initiation or threatening of any proceeding for such order; purpose; and (oE) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as that makes any statement of a result of which the prospectus included material fact made in the a Registration Statement, as then a Prospectus or any document incorporated therein by reference untrue or which requires the making of any changes in effect, includes an a Registration Statement or Prospectus so that they will not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading; (v) use commercially reasonable efforts to (A) prevent the issuance of any stop order or other suspension of effectiveness and, (B) if such order is issued, obtain the circumstances under which they were made, and withdrawal of any such order at the request earliest possible moment; (vi) furnish to each Selling Holder of Purchasers promptly prepare Registrable Securities, without charge, at least one signed copy of a Registration Statement and make available any amendment thereto; (vii) deliver to Purchasers a reasonable number each Selling Holder of Registrable Securities, without charge, as many copies of a Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Selling Holder may reasonably request; (viii) prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or an amendment qualify or cooperate with the Selling Holders of Registrable Securities and their respective counsel in connection with the registration or qualification of such prospectusRegistrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions within the United States as any Selling Holder reasonably requests, keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the applicable Registration Statement; provided that the Company will not be required to (x) qualify to do business in any jurisdiction where it is not then so qualified, (y) subject itself to general taxation in any jurisdiction where it would not otherwise by so subject or (z) take any action which would subject the Company to general service of process in any jurisdiction where it is not at the time so subject; (ix) cooperate with the Selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; (x) upon the occurrence of any event contemplated by Section 15(d)(iv)(E) above and if requested by a revised prospectusSelling Holder, as may be necessary prepare a supplement or post-effective amendment to the applicable Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of such securitiesthe Registrable Securities being sold thereunder, such prospectus shall Prospectus will not include contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light (unless the Company has exercised its right to suspend use of such Prospectus pursuant to Section 15(b)(iii)); (xi) with respect to each issue or class of Registrable Securities, use its best efforts to cause all Registrable Securities covered by a Registration Statements to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the circumstances under which they were made Company are then listed; (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus xii) if the registration is in connection with an underwritten offering, enter into and perform its reasonable obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the underwriter(s) of the offering; (xiii) if required by the underwriter, or if any offers or sales Selling Holder is described in the Registration Statement as an underwriter, the Company shall furnish, on the effective date of the Registration Statement (except with respect to clause (A) below) and on the date that Registrable Securities are delivered to an underwriter, if any, for sale in connection with the Registration Statement (including any Investor deemed to be an underwriter), (A) (1) in the case of an underwritten offering, an opinion, dated as of the closing date of the sale of Registrable StockSecurities to the underwriters, from outside legal counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the underwriters and the Selling Holders participating in such underwritten offering or (2) in the case of an "at the market" offering, an opinion, dated as of or promptly after the effective date of the Registration Statement to the Investors, from outside legal counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in a public offering, addressed to the Selling Holders, and shall not deliver (B) a letter, dated as of the effective date of such Registration Statement and confirmed as of the applicable dates described above, from the Company's independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters (including any Selling Holder deemed to be an underwriter); (xiv) make available for inspection by one or use more representatives of the Selling Holders of Registrable Securities and any prospectus not so supplementedattorney or accountant retained by such Selling Holders, amended or revised)all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representatives; and (pxv) take all such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Stock, including using otherwise use commercially reasonable efforts to comply with all Applicable applicable federal and state securities rules and regulations; take such other action as may be reasonably necessary to facilitate the registration and qualification of the Registrable Securities Lawshereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement covering Registrable Securities, which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this Section 3(k), "Availability Date" means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter).. Except as otherwise provided in this Agreement, the Company shall have sole control in connection with the preparation, filing, withdrawal, amendment or supplementing of each Registration Statement, the selection of underwriters, and the distribution of any preliminary prospectus included in the Registration Statement, and may include within the coverage thereof additional shares of Common Stock or other securities for its own account or for the account of one or more of its other security holders.

Obligations of the Company. Subject In connection with the Company’s obligation under Section 3 hereof to Sections 2(c) file the Registration Statement with the SEC and 2(d) hereofto use commercially reasonable efforts to cause the Registration Statement to become effective, the Company shall: (a) use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare Prepare and file with the SEC SEC, as expeditiously as reasonably practicable, such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock Securities covered by the Registration Statement for the period required to effect the distribution of the Registrable StockStatement; (fb) make available Promptly furnish to each Purchaser such numbers of copies the selling Holders a copy of a prospectus, including a preliminary prospectus, as required by in conformity with the requirements of the Securities Act, and such other publicly available documents (including, without limitation, prospectus amendments and supplements as such Purchaser are prepared by the Company in accordance with Section 4(a) above) as the selling Holders may reasonably request in order to facilitate their the disposition of its such selling Holder’s Registrable StockSecurities; (gc) use its Subject to Section 10 hereof, promptly notify the selling Holders, at any time when a prospectus relating to the Registration Statement is required to be delivered under the Securities Act, of the occurrence of any event as a result of which the prospectus included in or relating to the Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances in which they are made; and, thereafter, the Company will promptly prepare (and, when completed, give notice to each selling Holder) a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances in which they are made; provided that upon such notification by the Company, the selling Holders will not offer or sell Registrable Securities until the Company has notified the selling Holders that it has prepared a supplement or amendment to such prospectus and delivered copies of such supplement or amendment to the selling Holders (it being understood and agreed by the Company that the foregoing proviso shall in no way diminish or otherwise impair the Company’s obligation to promptly prepare a prospectus amendment or supplement as above provided in this Section 4(c) and deliver copies of same as above provided in Section 4(b) hereof); (d) Use commercially reasonable efforts to register and qualify the Registrable Stock Securities covered by the Registration Statement under such other securities or blue-sky Blue Sky laws of such jurisdictions as shall be reasonably requested by Purchaser; providedappropriate in the opinion of the Company and the managing underwriters, howeverif any, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or business, to file a general consent to service of process or to become subject to any material tax in any such states or jurisdictions, and provided further that (notwithstanding anything in this Agreement to the contrary with respect to the bearing of expenses) if any jurisdiction in which any of such Registrable Securities shall be qualified shall require that expenses incurred in connection with the qualification therein of any such Registrable Securities be borne by the selling Holder, then the selling Holders shall, to the extent required by such jurisdiction, unless pay their pro rata share of such qualification expenses; and (e) Promptly after a sale of Registrable Securities pursuant to the Registration Statement (assuming that no stop order is in effect with respect to the Registration Statement at the time of such sale), the Company is already subject to service in shall cooperate with the selling Holder and provide the transfer agent for the Common Stock with such jurisdiction instructions and except legal opinions as may be required by the Securities Act; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); and (p) take all such other actions as are reasonably necessary in order to facilitate the disposition issuance to the purchaser (or the selling Holder’s broker) of new unlegended certificates for such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities LawsSecurities.

Obligations of the Company. Subject Whenever required to Sections 2(c) and 2(d) hereofeffect the registration of any Registrable Securities pursuant to this Section 2, the Company shallshall use its best efforts to: (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities, provided that before filing a registration statement or any amendments or supplements thereto, the Company shall furnish to one counsel selected by the holders of at least 51% of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel and shall use commercially all reasonable efforts to cause such Registration Statement registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to six months or, if earlier, until the Holder or Holders have completed the distribution related thereto; provided, however, that (i) such six month period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such six month period shall be extended for up to ninety (90) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; and (iii) that at any time, upon written notice to the participating Holders and for a period not to exceed six months thereafter (the “Suspension Period”), the Company may delay the filing or effectiveness of any registration statement or suspend the use or effectiveness of any registration statement (and the Initiating Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that there is or may be in existence material nonpublic information or events involving the Company, the failure of which to be disclosed in the prospectus included in the registration statement could result in a Violation (as defined below). In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. If so directed by the Company, all Holders registering shares under such registration statement shall (i) not offer to sell any Registrable Securities pursuant to the registration statement during the period in which the delay or suspension is in effect after receiving notice of such delay or suspension; and (ii) use their best efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holders’ possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. Notwithstanding the foregoing, the Company shall not be required to file, cause to become effective and to remain continuously effective for or maintain the effectiveness of any registration statement other than a period registration statement on Form S-3 that will terminate upon the earlier contemplates a distribution of (i) the date securities on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, a delayed or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration continuous basis pursuant to Rule 144 or a transaction in which Purchasers’ rights 415 under this Agreement are not assignedthe Securities Act; (b) provide copies notice in accordance with Section 6.7 hereof to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, holder of Registrable Securities of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part effectiveness of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith with such registration statement as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by the Registration Statement such registration statement for the period required to effect the distribution of the Registrable Stockset forth in Section 2.5(a) above; (fc) make available furnish to each Purchaser the Holders such numbers number of copies of a prospectussuch registration statement, each amendment and supplement thereto, the prospectus included in such registration statement, including a each preliminary prospectus, as required by in conformity with the requirements of the Securities Act, and such other documents as such Purchaser they may reasonably request in order to facilitate their the disposition of its Registrable StockSecurities owned by them that are included in such registration; provided, however, that any of such documents set forth in this Section 2.5(c) that are available on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) shall be deemed to be furnished to the Holders; (gd) use its commercially reasonable efforts to register and qualify the Registrable Stock securities covered by such registration statement under such other securities or blue-sky Blue Sky laws of such jurisdictions as shall be reasonably requested by Purchaserthe Holders; provided, however, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdictionsuch states or jurisdictions, unless except for those jurisdictions in which the Company is already qualified to do business or subject to consent to service in such jurisdiction of process and except as may be required by the Securities Act; (he) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering; (f) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company will use its commercially reasonable efforts to amend or supplement such prospectus in order to cause all such Registrable Stock prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be listed on a national securities exchange stated therein or trading system and each securities exchange and trading system (if any) on which similar securities issued by necessary to make the Company are statements therein not misleading in the light of the circumstances then listedexisting; (ig) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make availablefurnish, on the date that shares of such Registrable Stock Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, offering addressed to the underwriters; (kh) cooperate otherwise use its best efforts to comply with Purchasers all applicable rules and regulations of the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration StatementSEC, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (i) cause all such Registrable Securities registered pursuant to such registration statement to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to secure a national securities exchange authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD; (j) provide a transfer agent prior and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration statement; (k) permit any holder of Registrable Securities which holder, in its judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the effectiveness of Company in writing, which in the Registration Statement a supply reasonable judgment of such certificatesholder and its counsel should be included; (l) in the event of the issuance of any underwritten public offeringstop order suspending the effectiveness of a registration statement, enter into and perform or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company shall use its obligations under an underwriting agreement, in form and substance as is customarily given by Company commercially reasonable best efforts promptly to underwriters in an underwritten public offering, with obtain the underwriter(s) withdrawal of such offeringorder; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by the selling Holders, any underwriter(s) participating in any disposition pursuant to the Registration Statementsuch registration statement, and any attorney or accountant or other agent retained by any such underwriterunderwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”)the Company, and cause the Company’s officers, directors, employees employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement registration statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent notify each selling Holder, promptly after the issuance of any stop order or other suspension of effectiveness andCompany receives notice thereof, (ii) in the event of the issuance of time when such registration statement has been declared effective or a supplement to any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal forming a part of such order;registration statement has been filed; and (o) immediately after such registration statement becomes effective, notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening each selling Holder of any event as a result of which request by the prospectus included in SEC that the Registration Statement, as then in effect, includes an untrue Company amend or supplement such registration statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); and (p) take all such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Laws.

Obligations of the Company. Subject Other than as explicitly set forth below, when the Company is required to Sections 2(ceffect the registration of any Registrable Securities or facilitate or effect any offering pursuant to Section 2 of this Agreement, as applicable, subject to Section 2.2(a) and 2(d) hereof2.4, the Company shall: (a) use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, register or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by the Registration Statement for the period required to effect the distribution of the Registrable Stock; (f) make available to each Purchaser such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as such Purchaser may reasonably request in order to facilitate their disposition of its Registrable Stock; (g) use its commercially reasonable efforts to register and qualify the Registrable Stock Securities by the time the applicable Registration Statement is declared effective by the Commission under such other all applicable state securities or blue-sky “blue sky” laws of such jurisdictions as shall any Holder may reasonably request in writing, (ii) to keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement, (iii) cooperate with the Holders and the underwriters or Agents, if any, and their respective counsel in connection with any filings required to be made with FINRA or other applicable regulatory authorities, and (iv) to do any and all other similar acts and things that may be reasonably requested by Purchasernecessary or advisable to enable the Holders to consummate the disposition of the Registrable Securities in each such jurisdiction; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify generally to do business in any jurisdiction as a foreign corporation or to file register as a broker or dealer in any jurisdiction where it would not otherwise be required to so qualify or register but for this Agreement, (B) take any action that would cause it to become subject to any taxation in any jurisdiction where it would not otherwise be subject to such taxation or (C) take any action that would subject it to the general consent to service of process in any jurisdiction, unless the Company jurisdiction where it is already subject to service in such jurisdiction and except as may be required by the Securities Actnot then so subject; (hb) promptly notify each Selling Holder of the receipt, and provide copies to the Selling Holders, of any comments or other correspondence from staff of the Commission with respect to any Registration Statement and, subject to Section 2.4, use its commercially reasonable efforts to promptly respond to such comments and provide copies of such responses to the Selling Holders; (c) as promptly as practicable, prepare and file with the Commission, if necessary, such amendments and supplements to the Registration Statement and the Prospectus used in connection with such Registration Statement or any document incorporated therein by reference or file any other required document as may be necessary to cause or maintain the effectiveness of such Registration Statement for so long as such Registration Statement is required to be kept effective and to comply with the provisions of the Securities Act and the rules thereunder with respect to the disposition of all securities covered by such Registration Statement and the instructions applicable to the registration form used by the Company; (d) in the event that any Registrable Securities included in a Registration Statement subject to, or required by, this Agreement remain unsold at the end of the period during which the Company is obligated to maintain the effectiveness of such Registration Statement, file a post-effective amendment to the Registration Statement for the purpose of removing such securities from registered status; (e) furnish, without charge, to the Holders such number of copies of the Registration Statement, each amendment and supplement thereto (in each case including all exhibits, but excluding any documents to be incorporated by reference therein that are publicly available on the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”)), and the Prospectus included in such Registration Statement (including each preliminary Prospectus) in conformity with the requirements of the Securities Act as the Holders or any underwriter or Agent may reasonably request for use in and in order to facilitate the public sale or other disposition of the Registrable Securities owned by the Holders; (f) if a disposition of Registrable Securities takes the form of an underwritten or agented offering, any “bought deal” or block trade, promptly enter into customary agreements (including, in the case of an underwritten offering, underwriting agreements in customary form, and including provisions with respect to indemnification and contribution in customary form and consistent with the provisions relating to indemnification and contribution contained herein) and promptly take all other customary actions at such times as customarily occur in similar registered offerings in order to facilitate the disposition of such Registrable Stock to be listed on a national securities exchange or trading system Securities and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;in connection therewith, including: (i) provide a transfer agent make such representations and registrar for warranties to the Registrable Stock Selling Holders and provide a CUSIP number for all such Registrable Stockthe underwriters, if any, in each case not later than the effective date of the Registration Statementform, substance and scope as are customarily made by issuers in similar underwritten offerings; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as obtain opinions of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice counsel to the Company and allow updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Selling Holders and the Underwriter’s Representative or Agent, if any) addressed to each Selling Holder and the underwriters, if any, covering the matters customarily covered in opinions requested in sales of securities or underwritten offerings and such other matters as may be reasonably requested by such Selling Holders and the lead managing underwriter, and the Company shall furnish to undertake appropriate action to prevent disclosure each Selling Holder a signed counterpart of the Records deemed confidentialany such legal opinion; (niii) obtain “cold comfort” letters and updates thereof from the Company’s independent certified public accountants addressed to the Selling Holders, if permissible, and the underwriters, if any, which letters shall be customary in form and shall cover matters of the type customarily covered in “cold comfort” letters to underwriters in connection with primary underwritten offerings, and the Company shall furnish to each Selling Holder a signed counterpart of any such comfort letter; and (iv) use commercially reasonable efforts to obtain executed lock-up agreements from the officers and directors of the Company and from the holders of more than 5% of the Company’s equity securities (who are, or whose associated persons are, bound by the Company’s xxxxxxx xxxxxxx policy), if requested by the underwriters. (g) promptly notify the Holders: (i) prevent when the issuance of Registration Statement, any stop order pre-effective amendment, the Prospectus or other suspension of effectiveness any prospectus supplement related thereto or post-effective amendment to the Registration Statement has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, Statement or the initiation or threat of any order suspending or preventing proceedings for that purpose, and (iii) of the use receipt by the Company of any related prospectus or suspending notification with respect to the suspension of the qualification of any Registrable Stock included in Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose; (h) use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement for sale in or suspending the qualification or exemption from qualification under state securities or “blue sky” laws, and, if any jurisdictionsuch order suspending the effectiveness of a Registration Statement or suspending the qualification or exemption from qualification under state securities or “blue sky” laws is issued, shall promptly use its commercially reasonable efforts to obtain promptly the withdrawal of such orderorder at the earliest possible moment (and shall provide the Holders with prompt notice thereof); (oi) immediately notify Purchasers at any time when after the filing of a prospectus relating thereto Registration Statement and thereafter until the expiration of the period during which the Company is required to be delivered under maintain the Securities Act effectiveness of the applicable Registration Statement as set forth in the applicable sections above, promptly notify the Holders: (i) of the existence of any fact of which the Company is aware or the happening of any event as a result of which the prospectus included has resulted in (A) the Registration Statement, as then in effect, includes containing an untrue statement of a material fact or omits omitting to state any a material fact required to be stated therein or necessary to make the any statements therein not misleading misleading, (B) the Prospectus included in such Registration Statement containing an untrue statement of a material fact or omitting to state a material fact necessary to make any statements therein, in the light of the circumstances under which they were made, not misleading or (C) the representations and warranties of or relating to the Company contained in any agreement for the sale of any Registrable Securities under a Registration Statement ceasing to be true and correct in any material respect and (ii) of the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate or required or that there exist circumstances not yet disclosed to the public which make further sales under such Registration Statement inadvisable pending such disclosure and post-effective amendment; and, if the notification relates to any event described in either of clauses (i) or (ii) of this Section 3.1(i), at the request of Purchasers promptly the Majority Selling Holders, the Company shall, subject to Section 2.4, prepare and make available file with the Commission a post-effective amendment to Purchasers the Registration Statement or a supplement to the Prospectus and furnish to the Holders a reasonable number of copies of a such post-effective amendment or supplement to or an amendment of file any other required document so that (x) such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus Registration Statement shall not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (y) such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made made, not misleading; (following receipt j) use commercially reasonable efforts to cause all such Registrable Securities to be listed, and to maintain the listing of such Registrable Securities, on the national securities exchange on which the Common Stock is then listed and cause to be satisfied all requirements and conditions of such securities exchange to the listing or quoting of such securities that are reasonably within the control of the Company including registering the applicable class of Registrable Securities under the Exchange Act, if appropriate, and using commercially reasonable efforts to cause such registration to become effective pursuant to the rules of the Commission in accordance with the terms hereof; (k) if requested by any Holder participating in the offering of Registrable Securities, incorporate in a prospectus supplement or post-effective amendment such information concerning the Holder or the intended method of distribution as the Holder reasonably requests to be included therein and is reasonably necessary to permit the sale of the Registrable Securities pursuant to the Registration Statement, including information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any prospectusother material terms of the offering; provided, Purchasers however, that the Company shall deliver not be obligated to include in any such amended, supplemental prospectus supplement or revised post-effective amendment any requested information that is not required by the rules of the Commission and is unreasonable in scope compared with the Company’s most recent prospectus or prospectus supplement used in connection with a primary or secondary offering of equity securities by the Company; (l) make available to its stockholders, as soon as practicable but no later than ninety (90) days following the end of the 12-month period beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of each Registration Statement filed pursuant to this Agreement an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (m) make the Company’s executive officers available for customary presentations to investors to discuss the affairs of the Company at times that may be mutually and reasonably agreed upon (including to the extent customary, senior management participation in due diligence calls with the underwriters (or Agent) and their counsel and, in the case of any offers or sales of Registrable Stockmarketed underwritten offering, participation in any road show as reasonably requested by the lead managing underwriters for such offering), and provide the Holders, the underwriters and their respective counsel, accountants and other advisors (the “Inspectors”) reasonable access to its books and records as shall be reasonably requested in order to conduct a reasonable due diligence investigation within the meaning of the Securities Act with respect to any applicable Registration Statement; provided, that such Inspectors agree to keep such information confidential (subject to customary exceptions) unless the disclosure of such information is necessary to avoid or correct a misstatement or omission in such Registration Statement; (n) in connection with the preparation and filing of any Registration Statement, Prospectus or any amendments or supplements thereto, (i) give the Selling Holders, the underwriters or Agent (if applicable) and their respective counsels the opportunity to review and provide comments on such Registration Statement, each Prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, (ii) fairly and in good faith consider such comments in any such documents prior to the filing thereof as the counsel to the Holders or underwriters may reasonably request, and (iii) make available such of the Company’s representatives as shall be reasonably requested by the Holders or any underwriter for discussion of such documents; (o) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from and after a date not deliver later than the effective date of such Registration Statement; (p) cooperate with the Holders to facilitate the timely delivery, preparation and delivery of certificates (or evidence of direct registration), with requisite CUSIP numbers, representing Registrable Securities to be sold; (q) to the extent the Company is a WKSI during the period in which this Agreement is in effect, use commercially reasonable efforts to take such actions as under its control to remain a WKSI and not become an ineligible issuer during the period when any prospectus not so supplemented, amended or revised)Registration Statement remains in effect; and (pr) take all such other actions as are reasonably necessary required in order to expedite or facilitate the disposition of Registrable Securities included in each such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Lawsregistration.

Obligations of the Company. Subject Whenever the Company is required under Sections 2A or 3 hereof to Sections 2(c) and 2(d) hereofuse its reasonable best efforts to effect the registration of any of the Registrable Shares of the Investors, the Company shall, as expeditiously as practicable: (a) Prepare and file with the SEC (not later than forty-five (45) days after receipt of a request to file a registration statement with respect to Registrable Shares pursuant to Section 3A hereof) a registration statement with respect to such Registrable Shares and use commercially its reasonable best efforts to cause such Registration Statement registration statement to become effective and remain effective; provided, however that, except to the extent otherwise provided in Section 2A hereof, the Company shall in no event be obligated to cause any such registration to remain continuously effective for more than ninety (90) days; provided further, that before filing a period that will terminate upon registration statement or prospectus or any amendments or supplements thereto, the earlier of Company shall (i) use reasonable efforts to provide counsel selected by the date on which holders of a majority of the Registrable Shares being registered in such registration ("Holders' Counsel") with an opportunity to participate in the preparation of such registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, and (ii) notify the Holders' Counsel of any stop order issued or threatened by the SEC and to take all reasonable action required to prevent the entry of such Registrable Stock has been disposed of pursuant stop order or to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assignedremove it if entered; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare Prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock Shares covered by the Registration Statement for the period required to effect the distribution of the Registrable Stocksuch registration statement; (fc) make available Notify the Investors and Holders' Counsel (if any) promptly and, if requested by any Investor, confirm such advice in writing (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective, and (ii) of the issuance by the SEC or any state securities commission of any stop order suspending the effectiveness of a registration statement. (d) Furnish to each Purchaser the selling Investors such numbers number of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the requirements of the Securities Act, and such other documents (including, without limitation, prospectus amendments and supplements as such Purchaser are prepared by the Company in accordance with Section 4(e) below) as the selling Investors may reasonably request in order to facilitate their the disposition of its such Registrable StockShares; (ge) use Notify the Investors and Holders' Counsel (if any), at any time when a prospectus relating to such registration statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in or relating to such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading; and, thereafter, the Company will promptly prepare (and, when completed, give notice to each Investor) a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; provided that upon such notification by the Company, the Investors will not offer or sell Registrable Shares until the Company has notified the Investors that it has prepared a supplement or amendment to such prospectus and delivered copies of such supplement or amendment to the Investors (it being understood and agreed by the Company that the foregoing proviso shall in no way diminish or otherwise impair the Company's obligation to promptly prepare a prospectus amendment or supplement as above provided in this Section 4(e) and deliver copies of same as above provided in Section 4(d) hereof); (f) Use its commercially reasonable best efforts to register and qualify the such Registrable Stock Shares under such other securities or blue-sky Blue Sky laws of such jurisdictions as each selling Investor shall be reasonably requested by Purchaser; providedrequest and do any and all other acts or things which may be reasonably necessary or advisable to enable each selling Investor to consummate the public sale or other disposition in such jurisdiction of Registrable Shares, however, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company such states or jurisdictions where it is already not then qualified or subject to service in such jurisdiction and except as may process; (g) Use its reasonable best efforts to cause all Registrable Shares to be required by listed on the Securities Act;Nasdaq National Stock Market; and (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make Make available for inspection by any underwriter(s) seller of Registrable Shares, any managing underwriter participating in any disposition pursuant to the Registration Statementsuch registration statement, Holders' Counsel (if any) and any attorney or attorney, accountant or other agent retained by any such underwriterseller or any managing underwriter (each, an "Inspector" and collectively, the "Inspectors"), during regular business hours and upon reasonable advance notice, all financial and other records, pertinent corporate documents, documents and properties of the Company (collectively, “the "Records”)") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s 's officers, directorsdirectors and employees, employees and the independent public accountants of the Company, to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus Inspector in connection with any offers or sales such registration statement, subject to obligations of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); and (p) take all such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Lawsconfidentiality.

Obligations of the Company. Subject If and whenever the Company is required by the provisions hereof to Sections 2(c) and 2(d) hereofeffect or cause the registration of any Registrable Securities under the Securities Act as provided herein, the Company shall: (a) use commercially reasonable efforts to prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier within 10 days of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assignedAgreement; (b) provide copies use commercially reasonable efforts to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC Commission such amendments to such Registration Statement (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection therewith included therein as may be reasonably necessary to keep the such Registration Statement effective effective, subject to the qualifications in Section 4(a), and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Stock Securities covered by the such Registration Statement for during such period in accordance with the period required to effect intended methods of disposition by the distribution of the Registrable StockInvestor set forth in such Registration Statement; (fc) make available furnish to each Purchaser the Investor such numbers number of copies of a prospectussuch Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such Registration Statement (including a each preliminary prospectus), as required by in conformity with the requirements of the Securities Act, and such other documents documents, as such Purchaser each Investor may reasonably request request, in order to facilitate their the public sale or other disposition of its the Registrable StockSecurities owned by the Investor; (gd) use its commercially reasonable efforts to register and qualify the Registrable Stock under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by Purchaser; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on such filings under the date that shares securities or blue sky laws of Registrable Stock are delivered New York to enable the underwriters for sale, if Investor to consummate the sale in such securities are being sold through underwriters, (i) an opinion, dated as of such date, jurisdiction of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters Registrable Securities owned by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwritersInvestor; (ke) cooperate with Purchasers and notify the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers Investor at any time when a prospectus relating thereto to their Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which Company’s becoming aware that the prospectus included in the related Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were madethen existing, and at the request of Purchasers promptly prepare and make available furnish to Purchasers the Investor a reasonable number of copies of a supplement to prospectus supplemented or an amendment of such prospectus, or a revised prospectus, as may be necessary amended so that, as thereafter delivered to the purchasers of such securitiesRegistrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); andthen existing; (pf) take all such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Stock, including using otherwise use commercially reasonable efforts to comply with all Applicable applicable rules and regulations of the Commission; (g) to use commercially reasonable efforts to cause Registrable Securities Lawsto be quoted on each trading market and/or in each quotation service on which the Common Stock of the Company is then quoted; and (h) notify the Investor of any stop order threatened or issued by the Commission and take all actions reasonably necessary to prevent the entry of such stop order or to remove it if entered.

Obligations of the Company. Subject If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 2(c) 3.2, 3.3 and 2(d) hereof3.4 herein, the Company shall effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company shall cooperate in the sale of the securities and shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC an Eligible Registration Statement or Eligible Registration Statements on such form as shall be available for the sale of the Registrable Securities by the Holders thereof or by the Company in accordance with the intended method of distribution thereof, and use commercially its reasonable best efforts to cause such Registration Statement registration statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person as provided in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned;Section 3.5(b). (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare Prepare and file with the SEC such amendments and supplements to the such Eligible Registration Statement and the prospectus used in connection therewith with such Eligible Registration Statement as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition distribution of all Registrable Stock securities covered by the such Eligible Registration Statement for the period required to effect set forth in Section 3.5(b) above; provided, that before filing an Eligible Registration Statement or prospectus, or any amendments or supplements thereto, upon the distribution request of the Registrable Stock;Silver Lake Transferee Group, the Company will (i) furnish to the Stockholder Counsel copies of all documents proposed to be filed, which documents will be subject to the reasonable review of the Stockholder Counsel, (ii) provide the Silver Lake Transferee Group and the Workday Investors (to the extent participating in such registration) reasonable opportunity to comment on the registration statement, prospectus, or any amendments or supplements thereto, and (iii) make such of the representatives of the Company as shall be reasonably requested by the Silver Lake Transferee Group and the Workday Investors (to the extent participating in such registration) available for discussion of such documents. (fc) make available Furnish without charge to each Purchaser the Holders of Registrable Securities covered by such numbers registration statement, the underwriters, if any, and the Stockholder Counsel, such number of copies of a prospectusthe Eligible Registration Statement (including all exhibits filed therewith, including any documents incorporated by reference) and the prospectus included in such registration statement, including a preliminary prospectus, as required by summary prospectus and each amendment and supplement thereto, in conformity with the requirements of the Securities Act, and such other documents as such Purchaser they may reasonably request in order to facilitate their disposition the distribution of its Registrable Stock;Securities owned by them. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such prospectus and any such amendment or supplement thereto. (gd) Prior to any public offering of Registrable Securities, use its commercially reasonable best efforts to register and qualify or cooperate with the selling Holders of Registrable Stock Securities, the underwriters, if any, and the Stockholder Counsel and counsel for the underwriters in connection with the registration or qualification (or exemption from such registration or qualification) of the securities covered by such Eligible Registration Statement under such other securities or blue-sky Blue Sky laws of such jurisdictions as shall be reasonably requested by Purchasersuch Holders and to keep each such registration or qualification (or exemption therefrom) effective during the period such Eligible Registration Statement is required to be kept effective; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in business, subject itself to taxation or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;states or jurisdictions. (he) use Use its commercially reasonable best efforts to cause all (1) list such Registrable Stock to be listed Securities on a each national securities exchange or trading system and each securities exchange and trading system (if any) on which similar such securities issued by the Company are then listed; listed if such Registrable Securities are not already so listed and (i2) provide and cause to be maintained a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not Securities covered by such registration statement no later than the effective date of the Registration Statement;such registration statement. (jf) use Enter into and perform its commercially reasonable efforts to make availableobligations under such customary agreements, on the date that shares of Registrable Stock are delivered to the underwriters for saleincluding, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form usual and substance as customary form, which shall include, at the option of the Silver Lake Transferee Group (to the extent any member thereof is customarily given by Company a participating Holder in the registration), indemnification and contribution provisions and procedures either substantially similar to underwriters those contained in an underwritten public offeringthe underwriting agreement used in the IPO or substantially to the effect set forth in Section 3.9 hereof, with the underwriter(s) of, and selling Holders of Registrable Securities participating in, such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agentdeliver customary certificates, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of with such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential;offering. (ng) use commercially reasonable efforts to (i) prevent the issuance Notify each Holder of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registrable Securities covered by such Eligible Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event as a result of which Company’s becoming aware that the prospectus included in the such Eligible Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available then existing. The Company will use its reasonable best efforts to Purchasers a reasonable number of copies of a amend or supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall in order to cause such prospectus not to include an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. Such notice shall notify such Holders only of the occurrence of such an event and shall not be required to provide additional information regarding such event to the extent such information would constitute material non-public information. (h) Use its reasonable best efforts to furnish to the underwriters, if any, and the Holders of Registrable Securities being registered, on the date that the underwriting agreement is entered into, letters, dated as of such date, from the independent certified public accountants of the Company and any acquired entity for which financial statements are included or incorporated by reference in such registration statement, in form, substance and scope as is customarily given by independent certified public accountants to underwriters in an underwritten public offering with respect to such financial statements and certain financial information addressed to each of the underwriters, if any, and each of the Holders of Registrable Securities being registered (unless such accountants shall be prohibited from so addressing such letters to Holders of Registrable Securities by applicable standards of the accounting profession). (i) Use its reasonable best efforts to furnish to the underwriters, if any, and, in the case of clause (2), the Holders of Registrable Securities being registered, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (1) an opinion and a negative assurance letter, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form, substance and scope as is customarily given to underwriters in an underwritten public offering by counsel to the registrant, addressed to each of the underwriters, if any, and (2) bring-down comfort letters, dated as of such date, from the independent certified public accountants of the Company and any acquired entity for which financial statements are included or incorporated by reference in such registration statement, in form, substance and scope as is customarily given by independent certified public accountants to underwriters in an underwritten public offering with respect to such financial statements and certain financial information addressed to each of the underwriters, if any, and each of the Holders of Registrable Securities being registered (unless such accountants shall be prohibited from so addressing to Holders of Registrable Securities such letters by applicable standards of the accounting profession). (j) Provide the Stockholder Counsel opportunities to conduct a reasonable investigation within the meaning of the Securities Act and make available for inspection by any selling Holder of Registrable Securities covered by such registration statement, by any underwriter participating in any distribution to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such selling Holder of Registrable Securities or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees (and use its reasonable best efforts to cause its auditors) to supply all information reasonably requested by any such selling Holder of Registrable Securities, underwriter, attorney, accountant or agent in connection with such registration, including by causing senior management, with appropriate seniority and expertise (and using its reasonable best efforts to cause its auditors), to participate in customary due diligence sessions (subject to, if requested by the Company, each party referred to in this clause (j) entering into customary confidentiality agreements in a form reasonably acceptable to the Company); provided, however, that the Company shall not be required to provide any information under which they were made this clause (following receipt j), to the extent, the Company reasonably believes, based on the advice of reputable outside legal counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information. Without limiting the foregoing, no such information shall be used by such Person as the basis for any market transactions in securities of the Company in violation of Law. (i) Make every reasonable effort to prevent the issuance of any supplement stop order suspending the effectiveness of the registration statement or amendment of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any prospectussuch order as promptly as reasonably possible and (ii) notify the Stockholder Counsel and the managing underwriter or agent, Purchasers shall deliver immediately, and confirm the notice in writing, of the issuance by the SEC of any such amendedstop order or order, supplemental or revised prospectus the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes. (l) Use its reasonable best efforts (taking into account the Company’s business needs) to make available the executive officers of the Company to participate in any “road shows” that may be reasonably requested by the Silver Lake Transferee Group in connection with the distribution of Registrable Securities. (m) Cooperate with each selling Holder of Registrable Securities and each underwriter or agent participating in the distribution of such Registrable Securities and their respective counsel in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); andfilings required to be made with FINRA. (pn) Use its reasonable best efforts to take all such other actions as are steps reasonably necessary in order to facilitate effect the disposition registration and/or complete any related offering of the Registrable Securities as contemplated hereby (including furnishing to the underwriters such Registrable Stockfurther certificates, including using commercially reasonable efforts to comply with all Applicable Securities Lawsopinions and documents as the underwriters may reasonably request).

Obligations of the Company. Subject to Sections 2(c) and 2(d) hereofIn connection with the Company’s obligations hereunder, the Company shall, as expeditiously as reasonably possible: (a) prepare and file with the Commission a registration statement with respect to the Registrable Securities and use commercially reasonable efforts to cause such Registration Statement registration statement to become effective and, unless the Holders of a majority of the Registrable Securities registered thereunder notify the Company otherwise, to keep such registration statement effective until the distribution contemplated in the registration statement has been completed; provided, that, the Company shall furnish, at least five (5) Business Days before filing such registration statement, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to counsel selected by the Requisite Holders (the “Holder’s Counsel”), copies of all such documents proposed to be filed for such counsel’s review and comment (it being understood that such five (5) Business Day period need not apply to remain continuously effective for successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that will terminate upon is customary and reasonable under the earlier of (icircumstances) the date on which all and not file any such Registrable Stock has been disposed of pursuant to such effective Registration Statementregistration statement, prospectus or (b) the date on which all such Registrable Stock is sold by a Person amendment or supplement thereto in a transaction that is exempt from registration pursuant form to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assignedXxxxxx’s Counsel reasonably objects; (b) provide copies subject to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchaserslast paragraph of this Section 7.5, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith with such registration statement as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by the Registration Statement for the period required to effect the distribution of the Registrable Stocksuch registration statement; (fc) make available notify in writing the Holder’s Counsel promptly (x) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (y) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation of any action threatening any proceeding for that purpose and (z) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation of any action threatening the qualification of such Warrant and/or Registrable Securities for sale in any jurisdiction; (d) furnish to each Purchaser Holder of Registrable Securities covered by such registration such numbers of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the requirements of the Securities Act, Act and such other documents as such Purchaser Holder may reasonably request in order to facilitate their the disposition of its the Registrable StockSecurities owned thereby; (ge) use its commercially reasonable best efforts to register and and/or to qualify the Registrable Stock securities covered by such registration statement under such other securities or blue-blue sky laws of such jurisdictions as may be required for the Holder to sell securities under the registration statement or as shall be reasonably requested by Purchaserthe Holders; provided, however, that the Company shall not be required in connection therewith or as a condition thereto (x) to qualify to do business in any such states or jurisdictions, (y) to file a general consent to service of process in any jurisdiction, unless the Company is already such states or jurisdictions or (z) to subject itself to service taxation in any such jurisdiction and except as may be required by the Securities Actstates or jurisdictions; (hf) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and notify each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares Holder of Registrable Stock are delivered to the underwriters for sale, if Securities covered by such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were madethen existing and, and at the request of Purchasers promptly such Holder, prepare and make available furnish to Purchasers such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary prospectus so that, as thereafter delivered to the purchasers any offeree of such securitiesshares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under then existing; (g) provide a transfer agent and registrar (which they were made may be the same entity and which may be the Company) for such Registrable Securities; (following receipt of any supplement h) use reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use reasonable best efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised)the NASDAQ Stock Market; and (pi) subject to all of the other provisions of this Warrant, use reasonable best efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby. The Company may suspend the use of a prospectus included in any registration statement filed pursuant to this Section 8 if the Company is then in possession of material, non-public information, the disclosure of which the Board has reasonably determined in good faith would have a Material Adverse Effect upon the Company. The Company shall promptly notify all Holders of Registrable Securities covered by such other actions as are reasonably necessary in order to facilitate registration of any such determination by the disposition Board and, upon receipt of such Registrable Stocknotice, including using commercially each such Holder shall immediately discontinue any sales of securities pursuant to such registration statement. Upon such suspension, the Company shall take all reasonable steps to cause the condition that caused such suspension to cease to exist as soon as practicable (but such efforts need not include the abandonment of any proposed transaction). The Company hereby agrees that no such suspension shall last more than forty-five (45) days without the prior written consent of the Requisite Holders, provided that such right to comply with all Applicable Securities Lawssuspension shall be exercised by the Company not more than twice in any twelve (12)-month period.

Obligations of the Company. Subject Whenever required hereunder to Sections 2(c) and 2(d) hereofeffect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (ai) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all commercially reasonable efforts to cause such Registration Statement registration statement to become effective effective, and to remain continuously keep such registration statement effective until the distribution contemplated by the Company of its securities registered under the registration statement has been completed; PROVIDED, HOWEVER, in the case of any registration by the Company (and incidentally by the Holders) on Form SB-2 which are intended to be offered on a continuous or delayed basis, the Company may keep such registration effective for a period that will terminate upon so long as is necessary to sell all of the earlier of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assignedsecurities registered thereunder; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (eii) prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith with such registration statement as may be reasonably necessary to keep the Registration Statement effective and to comply with the Agreement and the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by the Registration Statement for the period required to effect the distribution of the Registrable Stocksuch registration statement; (fiii) make available furnish to each Purchaser the Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the Securities requirements of the Act, and such other documents as such Purchaser the Holders may reasonably request in order to facilitate their the disposition of its Registrable StockSecurities owned by them; (giv) use its all commercially reasonable efforts to register and qualify the Registrable Stock securities covered by such registration statement under such other securities or blue-sky Blue Sky laws of such jurisdictions as shall be reasonably requested by Purchaser; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActHolders; (hv) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and notify each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares Holder of Registrable Stock are delivered to the underwriters for sale, if Securities covered by such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made (following receipt of then existing and then amend or supplement such registration statement to correct any supplement such misstatement or amendment to omission as soon as reasonably practicable but in any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stockevent within 30 days, and shall not then prompt deliver or use any prospectus not so supplemented, a copy of the amended or revised); andsupplemental documents to the Investors. Maximum Ineffective Period shall be on aggregation of 60 days during any 365-day period; (pvi) take provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such other actions as are reasonably necessary Registrable Securities, in order to facilitate each case not later than the disposition effective date of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Laws.registration;

Obligations of the Company. Subject The Company will use commercially reasonable efforts to Sections 2(c) effect the registration of the Registrable Securities, and 2(d) hereof, pursuant thereto the Company shall, as expeditiously as reasonably possible: (a1) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement registration statement to become effective and keep such registration statement effective until the latter to remain continuously effective for a period that will terminate upon the earlier occur of (i) the date on which all expiration of twelve months or, if earlier, such Registrable Stock time that the distribution contemplated by the registration statement has been disposed of pursuant to such effective Registration Statement, completed or (bii) such time that the date on which all such Registrable Stock is sold Securities may be resold by a Person in a transaction that is exempt from registration pursuant to the Holder without restriction under Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned144; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e2) prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement, and the prospectus used in connection therewith with such registration statement, as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities 1933 Act with respect in order to enable the disposition of all Registrable Stock securities covered by the Registration Statement for the period required to effect the distribution of the Registrable Stocksuch registration statement; (f3) make available furnish to each Purchaser the selling Holder such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities 1933 Act, and such other documents as such Purchaser the Holder may reasonably request in order to facilitate their disposition of its their Registrable StockSecurities; (g4) use its commercially reasonable efforts to register and qualify the Registrable Stock securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by Purchaserthe selling Holder; provided, however, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdictionsuch states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities 1933 Act; (h5) use its commercially reasonable efforts to cause all such Registrable Stock Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i6) provide a transfer agent and registrar for the all Registrable Stock Securities and provide a CUSIP number for all such Registrable StockSecurities, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); and (p7) take all notify each selling Holder, promptly after the Company receives notice thereof, of the time when such other actions as are reasonably necessary in order registration statement has been declared effective or a supplement to facilitate the disposition any prospectus forming a part of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Lawsregistration statement has been filed.

Obligations of the Company. Subject to Sections 2(c) and 2(d) hereofIn connection with the Company’s registration obligations hereunder, the Company shall, as expeditiously as practicable: (a) Use its best efforts diligently to prepare and file with the SEC a registration statement on the appropriate form under the Securities Act with respect to such securities, which form shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and use its best efforts to cause such registration statement to become and remain effective until completion of the proposed offering; (b) (i) Furnish to each Investor and such Investor’s counsel copies of all documents filed with the SEC relating to the registration of the Registrable Shares prior to their being filed with the SEC (and in any event fifteen (15) Business Days prior to the filing) which documents shall be subject to the review of each Investor and such Investor’s counsel, (ii) use commercially reasonable efforts to cause its officers and directors, counsel and certified public accountants to respond to such Registration Statement inquiries as shall be necessary, in the reasonable opinion of such Investor, to become effective conduct a reasonable investigation within the meaning of the Securities Act, and (iii) notify the Investors of any stop order issued or threatened by the SEC and use best efforts to remain continuously effective for a period that will terminate upon prevent the earlier entry of such stop order or to remove it if entered. (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare Prepare and file with the SEC such amendments and supplements supplements, including post-effective amendments, to the each Registration Statement and the prospectus Prospectus used in connection therewith as may be reasonably necessary to comply with the Securities Act and to keep the Registration Statement continuously effective as required herein, and prepare and file with the SEC such additional Registration Statements as necessary to register for resale under the Securities Act all of the Registrable Shares (including naming any permitted transferees of Registrable Shares as selling stockholders in such Registration Statement); (ii) cause any related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as possible to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and as promptly as possible provide the Investors true and complete copies of all correspondence from and to the SEC relating to the Registration Statement (other than correspondence containing material nonpublic information); and (iv) comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Stock Shares covered by the such Registration Statement for the period required to effect the distribution of the Registrable Stock;as so amended or in such Prospectus as so supplemented. (fd) make available to each Purchaser such numbers of copies of a prospectus, including a preliminary prospectus, Notify the Investors and any underwriter as required by the Securities Act, and such other documents promptly as such Purchaser may reasonably request in order to facilitate their disposition of its Registrable Stock; (g) use its commercially reasonable efforts to register and qualify the Registrable Stock under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by Purchaser; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; possible: (i) provide when the SEC notifies the Company whether there will be a transfer agent “review” of a Registration Statement and registrar for whenever the Registrable Stock and provide a CUSIP number for all SEC comments in writing on such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, ; and (ii) when a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, or any post-effective amendment or supplement thereto, has become effective, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to after the effectiveness thereof: (A) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to the Registration Statement a supply of such certificates; or Prospectus or for additional information; (lB) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance by the SEC or any state securities commission of any stop order suspending the effectiveness of the Registration Statement, Statement covering any or all of the Registrable Shares or the initiation of any order suspending or preventing proceedings for that purpose; and (C) of the use receipt by the Company of any related prospectus notification with respect to the suspension of the qualification or suspending the exemption from qualification of any of the Registrable Stock included in such Registration Statement Shares for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. Without limitation of any remedies to which the Investors may be entitled under this Agreement, if any of the events described in Section 4(d)(ii)(A), 4(d)(ii)(B), and 4(d)(ii)(C) occur, the Company shall use its commercially reasonable best efforts to obtain promptly respond to and correct the withdrawal of such order;event. (oe) immediately notify Purchasers at Notify the Investors and any time when a prospectus relating thereto is required to be delivered under the Securities Act underwriter as promptly as possible of the happening of any event as a result of which the prospectus Prospectus included in the or relating to a Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of misleading; and, thereafter, the circumstances under which they were madeCompany will as promptly as possible prepare (and, and at the request of Purchasers promptly prepare and make available when completed, give notice to Purchasers a reasonable number of copies of each Investor) a supplement or amendment to or an amendment of such prospectus, or a revised prospectus, as may be necessary Prospectus so that, as thereafter delivered to the purchasers of such securitiesRegistrable Shares, such prospectus Prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; provided that upon such notification by the Company, the Investors will not offer or sell Registrable Shares pursuant to such Prospectus until the Company has notified the Investors that it has prepared a supplement or amendment to such Prospectus and delivered copies of such supplement or amendment to the Investors (it being understood and agreed by the Company that the foregoing proviso shall not include in no way diminish or otherwise impair the Company’s obligation to as promptly as possible prepare a Prospectus amendment or supplement as above provided in this Section 4(e) and deliver copies of same as provided in Section 4(i) hereof), and it being further understood that, in the case of the Mandatory Registration Statement, any such period during which the Investors are restricted from offering or selling Registrable Shares shall constitute a Suspension Period. (f) Upon the occurrence of any event described in Section 4(e) hereof, as promptly as possible, prepare a supplement or amendment, including a post-effective amendment, to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain 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 therein, in light of the circumstances under which they were made are made, not misleading. (following receipt g) Use best efforts to avoid the issuance of or, if issued, obtain the withdrawal of, (i) any order suspending the effectiveness of any supplement Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Shares for sale in any jurisdiction, as promptly as possible (it being understood that, in the case of the Mandatory Registration Statement, any period during which the effectiveness of the Mandatory Registration Statement or the qualification of any Registrable Shares is suspended shall constitute a Suspension Period). (h) Furnish to each of the Investors, without charge, at least one conformed copy of each Registration Statement and each amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stockthereto, and shall not deliver all exhibits to the extent requested by such Investor or use any prospectus not so supplemented, amended their counsels (including those previously furnished or revised); andincorporated by reference) as promptly as possible after the filing of such documents with the SEC. (pi) take all As promptly as possible furnish to each selling Investor and the underwriter, if any, without charge, such number of copies of a Prospectus, including a preliminary Prospectus, in conformity with the requirements of the Securities Act, and such other actions documents (including, without limitation, Prospectus amendments and supplements) as are each such selling Investor may reasonably necessary request in order to facilitate the disposition of the Registrable Shares covered by such Prospectus and any amendment or supplement thereto. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Investors in connection with the offering and sale of the Registrable Shares covered by such Prospectus and any amendment or supplement thereto to the extent permitted by federal and state securities laws and regulations. (j) Use best efforts to register and qualify (or obtain an exemption from such registration and qualification) the Registrable Shares under such other securities or blue sky laws of the states of residence of each Investor and such other jurisdictions as each Investor shall reasonably request, to keep such registration or qualification (or exemption therefrom) effective during the periods each Registration Statement is effective, and do any and all other acts or things which may be reasonably necessary or advisable to enable each Investor to consummate the public sale or other disposition of Registrable Shares in such jurisdiction, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions where it is not then qualified or subject to process. (k) Cooperate with the Investors to facilitate the timely preparation and delivery of certificates representing the Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Securities Purchase Agreement and applicable law, of all restrictive legends, and to enable such Registrable StockShares to be in such denominations and registered in such names as such Investors may request. (l) Cooperate with any reasonable due diligence investigation undertaken by the Investors, including using commercially reasonable any managing underwriter participating in any disposition pursuant to a Registration Statement, Investors’ counsels and any attorney, accountant or other agent retained by Investors or any managing underwriter, in connection with the sale of the Registrable Shares, including, without limitation, making available any documents and information; provided, however, that the Company will not deliver or make available to any Investor material, nonpublic information unless such Investor specifically requests and consents in advance in writing to receive such material, nonpublic information and, if requested by the Company, such Investor agrees in writing to treat such information as confidential. (m) Furnish to each prospective selling holder a signed counterpart, addressed to the prospective selling holder, of (A) an opinion of counsel for the Company, dated the effective date of the registration statement, and (B) a “comfort” letter signed by the independent public accountants who have certified the Company’s financial statements included in the registration statement, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ letter) with respect to events subsequent to the date of the financial statements, as are customarily covered (at the time of such registration) in opinions of the Company’s counsel and in accountants’ letters delivered to the underwriters in underwritten public offerings of securities. (n) Cause the securities covered by such registration statement to be listed on the securities exchange or quoted on the quotation system on which the Common Stock of the Company is then listed or quoted (or if the Common Stock is not yet listed or quoted, then on such exchange or quotation system as the selling holders of Registrable Shares and the Company shall determine). (o) Otherwise use its best efforts to comply with all Applicable applicable rules and regulations of the SEC and make generally available to its security holders, in each case as soon as practicable, but not later than 30 days after the close of the period covered thereby, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities LawsAct and Rule 158 thereunder (or any comparable successor provisions). (p) Otherwise cooperate with the underwriter(s), the SEC and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents necessary to effect the registration of any securities under this Agreement. (q) During the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act. (r) At the request of an Affiliate of an Investor, the Company shall amend any Registration Statement to include such Affiliate as a selling stockholder in such Registration Statement. (s) Comply with all applicable rules and regulations of the SEC in all material respects.

Obligations of the Company. Subject If and whenever the Company is required by the provisions hereof to Sections 2(c) and 2(d) hereofeffect or cause the registration of any Registrable Securities under the Securities Act as provided herein, the Company shall: (a) use commercially reasonable efforts to prepare and file with the Commission a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such Registration Statement registration statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assignedeffective; (b) provide copies use commercially reasonable efforts to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC Commission such amendments to such registration statement (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection therewith included therein as may be reasonably necessary to keep such registration statement effective, subject to the Registration Statement effective qualifications in Section 4(a), and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Stock Securities covered by such registration statement during such period in accordance with the Registration Statement for intended methods of disposition by the period required to effect the distribution of the Registrable StockInvestor set forth in such registration statement; (fc) make available furnish to each Purchaser the Investor such numbers number of copies of a prospectussuch registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including a each preliminary prospectus), as required by in conformity with the requirements of the Securities Act, and such other documents documents, as such Purchaser each Investor may reasonably request request, in order to facilitate their the public sale or other disposition of its the Registrable StockSecurities owned by the Investor; (gd) use its commercially reasonable efforts to register and qualify the Registrable Stock under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by Purchaser; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on such filings under the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, or blue sky laws of the counsel representing State of New York to enable the Company for Investor to consummate the purposes sale in such jurisdiction of such registration, in form and substance as is customarily given to underwriters the Registrable Securities owned by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwritersInvestor; (ke) cooperate with Purchasers and notify the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers Investor at any time when a prospectus relating thereto to their Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which Company’s becoming aware that the prospectus included in the Registration Statementrelated registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were madethen existing, and at the request of Purchasers promptly prepare and make available furnish to Purchasers the Investor a reasonable number of copies of a supplement to prospectus supplemented or an amendment of such prospectus, or a revised prospectus, as may be necessary amended so that, as thereafter delivered to the purchasers of such securitiesRegistrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); andthen existing; (pf) take all such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Stock, including using otherwise use commercially reasonable efforts to comply with all Applicable applicable rules and regulations of the Commission; (g) to use commercially reasonable efforts to cause Registrable Securities Lawsto be quoted on each trading market and/or in each quotation service on which the Common Stock of the Company is then quoted; and (h) notify the Investor of any stop order threatened or issued by the Commission and take all actions reasonably necessary to prevent the entry of such stop order or to remove it if entered.

Obligations of the Company. Subject Whenever registration of Registrable Securities has been requested or required pursuant to Sections 2(c) Section 3, Section 4 or Section 5, the Company shall use its commercially reasonable efforts to effect the registration and 2(d) hereofsale of such Registrable Securities in accordance with the intended method of distribution thereof as promptly as practicable, and in connection with any such request, the Company shall: (ai) use commercially reasonable efforts to as promptly as practicable, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective effective; provided, however, that (x) before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including, without limitation, any documents incorporated by reference therein), or before using any Free Writing Prospectus, the Company shall provide one firm of legal counsel selected by the Designated Stockholders holding a majority of the Registrable Securities being registered in such registration (“Designated Stockholders’ Counsel”) and any other Inspector with an opportunity to remain continuously effective for review and comment on such Registration Statement and each Prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus to be filed with the Commission, subject to such documents being under the Company’s control (it being understood that the Company shall not file a period that will terminate upon Registration Statement, any Prospectus, any Free Writing Prospectus or any amendments or supplements thereto to which the earlier of Designated Stockholders’ Counsel shall reasonably object in good faith), and (iy) the date on which all such Company shall notify the Designated Stockholders’ Counsel and each seller of Registrable Stock has been disposed of Securities pursuant to such effective Registration StatementStatement of any stop order issued or threatened by the Commission, including any stop order suspending the effectiveness of a Registration Statement covering any Registrable Securities, and, subject to Sections 3(a) and 5(c), take all reasonable actions to avoid the issuance of, or, if issued, obtain the withdrawal of (A) any such stop order suspending the effectiveness of a Registration Statement or (bB) any suspension of the date on which all qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, as promptly as practicable, including, without limitation, the filing of any amendments and supplements to such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus Prospectus used in connection therewith; (eii) as promptly as practicable, prepare and file with the SEC Commission such amendments and supplements to the such Registration Statement and the prospectus Prospectus used in connection therewith as may be reasonably necessary to keep respond to comments received by the Company from the Commission with respect to the Registration Statement effective and to keep such Registration Statement effective for the lesser of (x) the time period provided for in Section 3(c), (y) the period after which the entire amount of all such Registrable Securities registered under such Registration Statement could not be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company and such Designated Stockholder, without any limitation as to volume pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act (or, in the case of an S-3 Registration, three years from the effective date of the Registration Statement if such Registration Statement is filed pursuant to Rule 415 promulgated under the Securities Act (or any successor rule or regulation)) and (z) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold or otherwise cease to be Registrable Securities (or, if such Registration Statement is an Automatic Shelf Registration Statement, if shorter, on the third anniversary of the date of filing of such Automatic Shelf Registration Statement); and (B) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by the such Registration Statement for during such period in accordance with the period required to effect intended methods of disposition by the distribution of the Registrable Stocksellers thereof set forth in such Registration Statement; (fiii) make available as promptly as practicable, furnish to each Purchaser seller of Registrable Securities such numbers number of copies of a prospectussuch Registration Statement, each amendment and supplement thereto (in each case including a all exhibits thereto), the Prospectus included in such Registration Statement (including each preliminary prospectusProspectus), as required by any Prospectus filed under Rule 424 under the Securities Act, Act and any Free Writing Prospectus as each such other documents as such Purchaser seller may reasonably request in order to facilitate their the disposition of its the Registrable StockSecurities owned by such seller; (giv) use its commercially reasonable efforts to as promptly as practicable, register and or qualify the such Registrable Stock Securities under such other securities or blue-sky “blue sky” laws of such jurisdictions as shall any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably requested necessary or advisable to enable any such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by Purchasersuch seller; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 8(a)(iv), (y) subject itself to taxation in any such jurisdiction or to file a general (z) consent to general service of process in any such jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (hv) use as promptly as practicable following its commercially reasonable efforts actual knowledge thereof, notify each seller of Registrable Securities: (A) when a Prospectus, any Prospectus supplement, any Free Writing Prospectus, a Registration Statement or a post-effective amendment to cause a Registration Statement has been filed with the Commission, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (B) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement, related Prospectus or Free Writing Prospectus or for additional information; (C) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (in which case the Company shall provide true and complete copies thereof and all such Registrable Stock written responses thereto to be listed on a national securities exchange or trading system and each securities exchange and trading system the Designated Stockholders’ Counsel); (if anyD) on which similar securities issued of the receipt by the Company are then listed; (i) provide a transfer agent and registrar for of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Stock Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose; and provide (E) of the existence of any fact or happening of any event of which the Company has knowledge which makes any statement of a CUSIP number for all material fact in such Registrable StockRegistration Statement, related Prospectus or Free Writing Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes in the Registration Statement, Prospectus or Free Writing Prospectus in order that, in each the case not later than the effective date of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of such Prospectus or Free Writing Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (jvi) use its commercially reasonable efforts as promptly as practicable, upon the occurrence of any event contemplated by Section 8(a)(v)(E) or, subject to make availableSections 3(a) and 5(c), on the date that shares existence of a Valid Business Reason, as promptly as practicable, prepare a supplement or amendment to such Registration Statement, related Prospectus or Free Writing Prospectus and furnish to each seller of Registrable Stock are delivered Securities a reasonable number of copies of such supplement to or an amendment of such Registration Statement, Prospectus or Free Writing Prospectus as may be necessary so that, after delivery to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as purchasers of such date, of the counsel representing the Company for the purposes of such registrationRegistrable Securities, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as case of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of such denominations and registered Prospectus or Free Writing Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness light of the Registration Statement a supply of such certificatescircumstances under which they were made, not misleading; (lvii) in the event of any underwritten public offering, enter into and perform its obligations under customary agreements (including an underwriting agreementagreement in customary form with the Approved Underwriter or Company Underwriter, if any, selected as provided in form Section 3, Section 4 or Section 5, as the case may be) and substance take such other actions as is customarily given are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities and shall provide all reasonable cooperation, including causing its appropriate officers to attend and participate in “road shows” and other information meetings organized by the Approved Underwriter or Company Underwriter, if applicable, and causing counsel to the Company to underwriters deliver customary legal opinions in an underwritten public offering, connection with the underwriter(s) of any such offeringunderwriting agreements; (mviii) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available at reasonable times for inspection by any underwriter(s) any, managing underwriter or broker/dealer participating in any disposition of such Registrable Securities pursuant to the a Registration Statement, and any attorney or accountant or other agent retained by any such underwritermanaging underwriter or broker/dealer and Designated Stockholders’ Counsel (each, an “Inspector” and collectively, the “Inspectors”), all financial and other records, pertinent corporate documents, documents and properties of the Company and its subsidiaries (collectively, the “Records”)) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directorsdirectors and employees, employees and the Company’s independent accountants registered public accounting firm, to make themselves reasonably available to discuss the business of the Company and to supply all information reasonably requested by any underwriter, attorney, accountant or agent, such Inspector in each case, as necessary or advisable to verify the accuracy of the information in connection with such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Statement. Records that the Company determines, in good faith, to be confidential and that which it notifies any underwriter the Inspectors are confidential shall not be disclosed by the underwriter Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (ix) the disclosure of such Records is necessary necessary, in the Company’s reasonable judgment, to avoid or correct a material misstatement or omission in such the Registration Statement or Statement, (iiy) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or is otherwise required by Applicable Law. Purchasers agree that (z) the information obtained in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters Company or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is has been made generally available to the public, and further agree that. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. In the event that the Company is unsuccessful in preventing the disclosure of such Records, such seller agrees that it shall furnish only portion of those Records which it is advised by counsel is legally required and shall exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to those Records; (nix) use commercially reasonable efforts if such sale is pursuant to an underwritten offering, obtain a “cold comfort” letter dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent registered public accounting firm in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter reasonably requests; (ix) prevent furnish, at the issuance request of any stop order or other suspension seller of effectiveness andRegistrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions; (iixi) in the event comply with all applicable rules and regulations of the issuance of any stop order suspending Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effectiveness effective date of the Registration Statement, or an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xii) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed, provided that the applicable listing requirements are satisfied and it being understood that the Company shall not be required to list any order suspending or preventing class of securities on an exchange if the use class is not then currently listed; (xiii) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, filings required to be made with FINRA; (xiv) use its commercially reasonable efforts to obtain promptly cause the withdrawal of Registrable Securities covered by such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required Registration Statement to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact registered with or omits to state any material fact required to be stated therein approved by such other governmental agencies or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectusauthorities, as may be reasonably necessary so that, as thereafter delivered by virtue of the business and operations of the Company to enable the purchasers seller or sellers of Registrable Securities to consummate the disposition of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised)Securities; and (pxv) take all such other actions as are steps reasonably necessary in order to effect the registration of the Registrable Securities contemplated hereby and reasonably cooperate with the holders of such Registrable Securities to facilitate the disposition of such Registrable StockSecurities pursuant thereto; (xvi) as promptly as practicable and within the deadlines specified by the Securities Act, including using commercially reasonable efforts make all required filings of all Prospectuses and Free Writing Prospectuses with the Commission; (xvii) as promptly as practicable and within the deadlines specified by the Securities Act, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby); and (xviii) keep the Designated Stockholder’s Counsel advised with respect to comply with all Applicable Securities Lawsthe progress of any registration statement hereunder and any material related issues.

Obligations of the Company. Subject Whenever required to Sections 2(c) and 2(d) hereofregister any Registrable Securities, the Company shallshall as expeditiously as practicable: (a1) prepare and file with the SEC to permit a public offering and resale of the Registrable Securities under the Securities Act which offering may, if so requested, be on a delayed or continuous basis under Rule 415 a registration statement on the appropriate form and use commercially reasonable best efforts to cause such Registration Statement the registration statement to become effective effective. At least ten (10) days before filing a registration statement or prospectus or at least three (3) business days before filing any amendments or supplements thereto, the Company will furnish to the counsel of the holders of a Majority of the Registrable Securities being registered copies of all documents proposed to be filed for that counsel's review and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on approval, which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, approval shall not be unreasonably withheld or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigneddelayed; (b2) provide copies to and permit counsel designated immediately notify each seller of Registrable Securities of any stop order threatened or issued by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document take all actions reasonably required to which such counsel reasonably objectsprevent the entry of a stop order or if entered to have it rescinded or otherwise removed; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e3) prepare and file with the SEC such amendments and supplements to the Registration Statement registration statement and the corresponding prospectus used in connection therewith as may be reasonably necessary to keep the Registration Statement effective registration statement effective, in the case of the registration required by SECTION 3 hereof for the period provided in SECTION 3 and in any other case for one hundred twenty (120) days or such shorter period as may be required to sell all Registrable Securities covered by the registration statement; and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by the Registration Statement for registration statement during each period in accordance with the period required to effect sellers' intended methods of disposition as set forth in the distribution of the Registrable Stockregistration statement; (f4) make available furnish to each Purchaser such numbers seller of Registrable Securities a sufficient number of copies of a prospectusthe registration statement, each amendment and supplement thereto (in each case including a all exhibits), the corresponding prospectus (including each preliminary prospectus, as required by the Securities Act), and such other documents as such Purchaser a seller may reasonably request in order to facilitate their the disposition of its the seller's Registrable StockSecurities; (g5) use its commercially reasonable best efforts to register and or qualify the Registrable Stock Securities under such other securities or blue-blue sky laws of jurisdictions in the United States of America as any seller requests within twenty (20) days following the original filing of a registration statement and do any and all other reasonable acts and things that may be necessary or advisable to enable the seller to consummate the disposition of the seller's Registrable Securities in such jurisdictions as shall be reasonably requested by Purchaserjurisdiction; providedPROVIDED, howeverHOWEVER, that the Company shall not be required in connection therewith or obligated to qualify as a condition thereto to qualify foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file a any general consent to service of process in process; (6) notify each seller of Registrable Securities, at any jurisdiction, unless the Company time when a prospectus is already subject required to service in such jurisdiction and except as may be required by delivered under the Securities Act, of any event as a result of which the prospectus or any document incorporated therein by reference contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which such statements were made, and use best efforts to prepare a supplement or amendment to the prospectus or any such document incorporated therein so that thereafter the prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which such statements were made; (h7) use its commercially reasonable efforts to cause all such registered Registrable Stock Securities to be listed on a national securities exchange or trading system and each securities exchange and trading system (exchange, if any) , on which similar securities issued by the Company are then listed; (i) 8) provide a an institutional transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than Securities on or before the effective date of the Registration Statementregistration statement; (j9) use its commercially reasonable efforts to make availableenter into such customary agreements, on including an underwriting agreement in customary form and take all other actions in connection with those agreements as the date that shares holders of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, a Majority of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to Registrable Securities being registered or the underwriters, and (ii) a letter dated as of such dateif any, from reasonably request to expedite or facilitate the independent public accountants disposition of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwritersRegistrable Securities; (k10) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) seller of Registrable Securities, any underwriter participating in any disposition pursuant to the Registration Statementregistration statement, and any attorney or accountant attorney, accountant, or other agent retained by of any such seller or underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”)the Company, and cause the Company’s 's officers, directors, directors and employees and independent accountants to supply all information reasonably requested by any seller, underwriter, attorney, accountant, or other agent in connection with the registration statement; PROVIDED that an appropriate confidentiality agreement is executed by any such seller, underwriter, attorney, accountant or other agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n11) in connection with any underwritten offering, obtain a "comfort" letter from the Company's independent public accountants in customary form and covering those matters customarily covered by "comfort" letters as the holders of a Majority of the Registrable Securities being registered or the managing underwriter reasonably requests, addressed to the underwriters and to the holders of the Registrable Securities being registered; (12) in connection with any underwritten offering, furnish an opinion of counsel representing the Company for the purposes of the registration, in the form and substance customarily given to underwriters in an underwritten public offering and reasonably satisfactory to counsel representing the holders of Registrable Securities being registered and the underwriter(s) of the offering, addressed to the underwriters and to the holders of the Registrable Securities being registered; (13) use commercially reasonable its best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event comply with all applicable rules and regulations of the issuance SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement complying with the provisions of any stop order suspending Section 11(a) of the effectiveness Securities Act and covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month after the effective date of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o14) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection cooperate with any offers or sales each seller of Registrable Stock, Securities and shall not deliver or use any prospectus not so supplemented, amended or revised); and (p) take all such other actions as are reasonably necessary each underwriter participating in order to facilitate the disposition of such Registrable Stock, including using commercially reasonable efforts Securities and their respective counsel in connection with any filings required to comply be made with the NASD; and (15) take all Applicable other steps reasonably necessary to effect the registration of the Registrable Securities Lawscontemplated hereby.

Obligations of the Company. Subject With respect to Sections 2(c) and 2(d) hereofany registration -------------------------- statement referred to in section 3.1 or 3.2, the Company shall: (a) use commercially all reasonable efforts to cause have the registration statement declared effective as promptly as practicable, and shall promptly notify each Shareholder selling Shares under the registration statement (a "Participating Shareholder"), and such Registration Statement to become effective other persons as the Participating Shareholder designates, if any, and to remain continuously effective for a period that will terminate upon the earlier of confirm such advice in writing, (i) when the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement statement becomes effective, notify Purchasers (ii) when any post-effective amendment to the registration statement becomes effective and (iii) of any request by the SEC that the Company amend for any amendment or supplement such Registration Statement to the registration statement or any prospectus relating to the prospectus used in connection therewithregistration statement or for additional information; (eb) prepare make available for inspection by any underwriters participating in any planned disposition of Shares and file with any attorney, accountant or other agent retained by a Participating Shareholder or the SEC such amendments underwriters, all financial and supplements to the Registration Statement and the prospectus used in connection therewith as may be other records reasonably necessary to keep permit them to demonstrate that they have conducted a reasonable investigation of matters described in the Registration Statement effective registration statement and cause the appropriate Company officers to comply with supply all such information reasonably requested by a Participating Shareholder, the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by the Registration Statement for the period required to effect the distribution of the Registrable Stockunderwriters or their agents; (f) make available to each Purchaser such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as such Purchaser may reasonably request in order to facilitate their disposition of its Registrable Stock; (gc) use its commercially all reasonable efforts to register and qualify the Registrable Stock under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by Purchaser; providedqualify, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statementregistration statement, the Shares under such "blue sky" or other state securities laws as a Participating Shareholder may reasonably request (it being understood, however, that the obligation under this section 3.4(c) shall not be construed to obligate the Company to qualify as a foreign corporation or as a dealer in securities or to execute or file any general consent to service of process under the law of any such jurisdiction where it is not otherwise so subject); (jd) furnish to each Participating Shareholder such number of copies of the registration statement, each amendment to the registration statement, the prospectus included in each such registration statement and each amendment to each registration statement, each amendment or supplement to any prospectus and such other documents as a Participating Shareholder may reasonably request to facilitate the disposition of the Shares; (e) for a period of at least 60 days from the effective date of the registration statement, use its commercially all reasonable efforts to make available, on keep the date that shares of Registrable Stock are delivered registration statement in effect and current and from time to time to amend or supplement the registration statement or the prospectus to the underwriters for saleextent necessary to permit the completion within that period, if such securities are being sold through underwriters, (i) an opinion, dated as of such datein compliance with the 1933 Act, of the counsel representing sale or distribution of the Company Shares. If at any time the SEC institutes or threatens to institute any proceedings for the purposes purpose of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) issuing a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of any such registration statement, the Registration Statement, Company shall promptly notify each Participating Shareholder and use all reasonable efforts to prevent the issuance of any such stop order or to obtain its withdrawal as soon as possible. The Company shall promptly advise each Participating Shareholder of any order or communication of any public board or body addressed to the Company suspending or preventing the use of any related prospectus or suspending threatening to suspend the qualification of any Registrable Stock included in such Registration Statement of the Shares for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); and (pf) take insofar as the methods of distribution proposed to be used are not reflected in the last prospectus filed by the Company as part of the registration statement or pursuant to Rule 424 under the 1933 Act, the Participating Shareholder shall promptly provide the Company with a description of the method or methods of distribution of the Shares from time to time contemplated by the Participating Shareholder and the Participating Shareholder's Family Group members and the Company shall file any and all such other actions as are reasonably amendments and supplements necessary to include that description in order to facilitate the disposition of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Lawsregistration statement.

Obligations of the Company. Subject Whenever required under Section 2 of this Agreement to Sections 2(c) and 2(d) hereofeffect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities within ninety (90) days of the Company’s receipt of the Demand (the “Filing Date”), which (assuming the Registrable Securities are not to be sold in an underwritten public offering) shall contain a “Plan of Distribution” in substantially the form attached hereto as Annex A, and use commercially reasonable commercial efforts to cause such Registration Statement registration statement to become effective and not later than the applicable Effectiveness Date, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective from the Effectiveness Date until the first to remain continuously effective for a period that will terminate upon occur of (i) such time as all Registrable Securities covered by such registration statement have been sold or (ii) the earlier of (iA) twelve (12) months following the effective date of such registration statement in the case of a registration statement on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, Form S-3 or (bB) six (6) months following the effective date of such registration statement in the case of a registration statement on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assignedForm S-1; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer not less than five three (53) days Business Days prior to their the filing with of a registration statement or any pre-effective or post-effective amendment thereto, furnish to Special Counsel by e-mail copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the SEC review of such Special Counsel (and changes (if any) to correct appropriate information about the Holders). The Company shall not be required to file a registration statement or any document pre-effective amendments thereto to which such counsel the Holders of a majority of the Registrable Securities shall reasonably objects;object in good faith in writing. (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith with such registration statement as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by the Registration Statement for the period required to effect the distribution of the Registrable Stocksuch registration statement; (fd) make available furnish to each Purchaser the Holders such numbers number of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the Securities requirements of the Act, and such other documents as such Purchaser they may reasonably request in order to facilitate their the disposition of its the Registrable StockSecurities owned by them; (ge) notify the Holders promptly (and, if requested, confirm such advice in writing) (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective, and (ii) of the issuance by the SEC or any state securities commission of any stop order suspending the effectiveness of a registration statement; (f) use its commercially reasonable efforts to register and qualify the Registrable Stock securities covered by such registration statement under such other state securities or blue-sky Blue Sky laws of such jurisdictions as shall be reasonably requested by Purchaser; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActHolders; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (lg) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form usual and substance as is customarily given by Company to underwriters in an underwritten public offeringcustomary form, with the underwriter(s) managing underwriter of such offering; (mh) upon execution notify each Holder of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection Registrable Securities covered by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances under which they were made made, not misleading; (following i) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (j) cooperate with the Holders and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the Holders, and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereto; (k) deliver promptly to Special Counsel and each underwriter, if any, copies of all correspondence between the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the registration statement, other than those portions of any such memoranda which contain information subject to attorney-client privilege with respect to the Company, and, upon receipt of such confidentiality agreements as the Company may reasonably request, make reasonably available for inspection by the Holders or their Special Counsel, by any supplement underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and any attorney, accountant or amendment other agent retained by any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to any prospectussupply all information reasonably requested by the Holders or their Special Counsel or such underwriter, Purchasers shall deliver such amendedattorney, supplemental accountant or revised prospectus agent in connection with such registration statement; (l) use commercially reasonable efforts to obtain the withdrawal of any offers or sales order suspending the effectiveness of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised)the registration statement; and (pm) take upon written request, furnish to the Holders without charge at least one conformed copy of the registration statement and any post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference). Notwithstanding the provisions of this Section 3, the Company shall be entitled to postpone or suspend, for a reasonable period of time and upon written notice to the Holders (a “Suspension Notice”), the filing, effectiveness or use of, or trading under, any registration statement if the Company shall determine that any such filing or the sale of any securities pursuant to such registration statement would in the good faith judgment of the Board of Directors of the Company: (A) materially impede, delay or interfere with any material pending or proposed financing, acquisition, corporate reorganization or other actions as similar transaction involving the Company for which the Board of Directors of the Company has authorized negotiations; (B) materially adversely impair the consummation of any pending or proposed material offering or sale of any class of securities by the Company; or (C) require disclosure of material nonpublic information that, if disclosed at such time, would be materially harmful to the interests of the Company and its stockholders; provided, however, that during any such period all executive officers and directors of the Company are reasonably necessary also prohibited from selling securities of the Company (or any security of any of the Company’s subsidiaries or affiliates). Any such postponement or suspension referred to in order clauses (A) to facilitate (C) above shall not be considered an “Event” pursuant to Section 2 and no liquidated damages shall accrue or be payable with respect thereto. In addition, any time period during which the disposition filing of a post-effective amendment to a registration statement on Form S-1 and continuing until the time that such registration statement has been declared effective by the Commission shall not be considered an “Event” pursuant to Section 2 and no liquidated damages shall accrue or be payable with respect thereto. In the event the Company files a registration statement on Form S-1 in satisfaction of a Demand pursuant to Section 2 due to its inability to use Form S-3, the Company shall have the option to undertake to register the Registrable Securities included in such registration statement on a new registration statement on Form S-3 after such form is available by filing a post-effective amendment to Form S-1 on Form S-3. In the event the Company exercises such option, the Company shall have a period of up to seventy-five (75) days between the filing of the post-effective amendment to register such Registrable Securities on Form S-3 and the time that the registration statement on Form S-3 covering such Registrable Securities is declared effective by the Commission, which time period shall not be considered an “Event” pursuant to Section 2 and no liquidated damages shall accrue or be payable with respect thereto. In the event of the suspension of effectiveness of any registration statement pursuant to this Section 3, the applicable time period during which such registration statement is to remain effective shall be extended by that number of days equal to the number of days the effectiveness of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Lawsregistration statement was suspended.

Obligations of the Company. Subject If and whenever the Company is required by the provisions hereof to Sections 2(c) and 2(d) hereofeffect or cause the registration of any Shares under the Securities Act as provided herein, the Company shall: (a) 4.2.1 use commercially its best efforts to prepare and file with the Commission a Registration Statement with respect to such Shares and use its best reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assignedeffective; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) 4.2.2 prepare and file with the SEC Commission such amendments to such Registration Statement (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection therewith included therein as may be reasonably necessary to keep the such Registration Statement effective effective, subject to the qualifications in Section 4(a), and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Stock Shares covered by the such Registration Statement for during such period in accordance with the period required to effect intended methods of disposition by the distribution of the Registrable StockPurchaser set forth in such Registration Statement; (f) make available 4.2.3 furnish to each the Purchaser such numbers number of copies of a prospectussuch Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including a each preliminary prospectus), as required by in conformity with the requirements of the Securities Act, and such other documents documents, as such the Purchaser may reasonably request request, in order to facilitate their the public sale or other disposition of its Registrable Stockthe Shares owned by the Purchaser; (g) 4.2.4 use its commercially reasonable best efforts to register and and/or qualify the Registrable Stock securities covered by the Registration Statement under such other securities or blue-blue sky laws of such jurisdictions as shall be reasonably requested by Purchaser; the Purchasers participating in the Registration and as may be reasonably appropriate for the distribution of such Shares, provided, however, that the Company shall not be required notwithstanding anything in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered this Agreement to the underwriters for salecontrary, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, jurisdiction in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with which the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending with the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdictionthe Shares be borne by selling shareholders, use its commercially reasonable efforts to obtain promptly the withdrawal Purchasers shall pay their pro rata share of such orderexpenses; (o) immediately 4.2.5 notify Purchasers the Purchaser at any time when a prospectus relating thereto to his or its Registrable Securities is required to be delivered under the Securities Act Act, of the happening of any event as a result of which Company’s becoming aware that the prospectus included in the related Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were madethen existing, and at the request of Purchasers promptly prepare and make available furnish to Purchasers the Purchaser a reasonable number of copies of a supplement to prospectus supplemented or an amendment of such prospectus, or a revised prospectus, as may be necessary amended so that, as thereafter delivered to the purchasers of such securitiesRegistrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or then existing; 4.2.6 otherwise use any prospectus not so supplemented, amended or revised); and (p) take all such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Stock, including using commercially reasonable its best efforts to comply with all Applicable Securities Lawsapplicable rules and regulations of the Commission; 4.2.7 cause all such Shares on such Registration Statement to be listed on each securities exchange or automated quotation service (including The NASDAQ Global Select Market) on which similar securities issued by the Company are then listed; and 4.2.8 notify the Purchaser of any stop order threatened or issued by the Commission and take all actions reasonably necessary to prevent the entry of such stop order or to remove it if entered.

Obligations of the Company. Subject Whenever required under this Section 5 to Sections 2(c) and 2(d) hereofeffect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use commercially its reasonable best efforts to cause such Registration Statement registration statement to become effective, and, upon the request of the Purchaser Group, keep such registration statement effective and to remain continuously until the distribution contemplated in the registration statement has been completed; provided, however, that the period of time that the registration statement is kept effective shall be extended for a period that will terminate upon of time equal to the earlier period the Purchaser Group refrains from selling any securities included in such registration at the request of any underwriter of Common Stock (ior other securities) of the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned;Company. (b) provide copies to and permit counsel designated by the Purchasers to review each Before filing any Registration Statement and all or Prospectus or any amendments and or supplements thereto no fewer than with the SEC, furnish to the Purchaser Group, if any, copies of all such documents proposed to be filed at least five (5) days prior to their the filing with the SEC and not file any document to which of such counsel reasonably objects;Registration Statement or amendment thereto or Prospectus or amendment or supplement thereto. (c) notify PurchasersAs promptly as practicable, promptly after give notice to the Company receives notice thereofPurchaser Group: (i) when any Prospectus, and in amendment or supplement to any eventProspectus, within twentyRegistration Statement or post-four (24) hours thereof, of the time when such effective amendment to a Registration Statement has been declared effective or filed with the SEC and, with respect to a supplement to any prospectus forming a part of such Registration Statement or any post-effective amendment or supplement, when the same has been filed;declared effective; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) of the determination by the Company that a post-effective amendment to a Registration Statement is required to be filed or will be filed with the SEC. (d) after Upon: (A) the Registration Statement becomes effective, notify Purchasers of any request issuance by the SEC that of a stop order suspending the effectiveness of a Registration Statement or the initiation of proceedings with respect to a Registration Statement under Section 8(d) or 8(e) of the Securities Act; or (B) the occurrence of any event or the existence of any fact (a “Material Event”) as a result of which a Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company amend or supplement shall provide the Purchaser Group with written notice of such occurrence. In the case of clause (B) in the preceding sentence, the Company shall as promptly as practicable prepare and file pursuant to applicable law, a post-effective amendment to such Registration Statement or an amendment or supplement to the prospectus used related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and so that such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in connection therewith;the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder. (e) prepare The Company will use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, and to otherwise ensure that the use of the Prospectus may be resumed as promptly as is practicable at the earliest possible moment, and provide immediate notice to the Purchaser Group of the withdrawal of any such order. (f) Prepare and file with the SEC such any other amendments and supplements to the Registration Statement a registration statement and the prospectus Prospectus used in connection therewith with such registration statement as may be reasonably necessary to keep the Registration Statement effective comply, and use its reasonable best efforts to comply comply, with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by the Registration Statement for the period required to effect the distribution of the Registrable Stock;such registration statement. (fg) make available Furnish to each the Purchaser Group such numbers of copies (without charge) of a prospectusProspectus, including a preliminary prospectusProspectus, as required by in conformity with the requirements of the Securities Act, and such other documents as such Purchaser they may reasonably request in order to facilitate their the disposition of its Registrable Stock;Securities owned by the Purchaser Group. (gh) use Use its commercially reasonable best efforts to register and qualify the Registrable Stock securities covered by such registration statement under such other securities or blue-blue sky laws of such jurisdictions as shall be reasonably requested by Purchaserthe Purchaser Group; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdictionsuch states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;. (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form usual and substance as is customarily given by Company to underwriters in an underwritten public offeringcustomary form, with the underwriter(s) managing underwriter of such offering;. The Purchaser Group shall also enter into and perform its obligations under such an agreement. (mj) upon execution If requested in writing in connection with a disposition of confidentiality agreements in form and substance satisfactory Registrable Shares pursuant to the Companya Shelf Registration Statement, promptly make reasonably available for inspection during normal business hours by a representative for the Purchaser Group, any underwriter(s) participating in any disposition pursuant to broker-dealers, attorneys and accountants retained by the Registration StatementPurchaser Group, and any attorney or accountant attorneys or other agent agents retained by any such underwritera broker-dealer engaged by the Purchaser Group, all relevant financial and other records, records and pertinent corporate documents, documents and properties of the Company (collectively, “Records”)and its subsidiaries, and cause the Company’s appropriate officers, directors, directors and employees of the Company and independent accountants its subsidiaries to supply make reasonably available for inspection during normal business hours on reasonable notice all relevant information reasonably requested by such representative for the Purchaser Group, or any underwritersuch broker-dealers, attorney, accountant attorneys or agentaccountants in connection with such disposition, in each case, case as necessary or advisable to verify the accuracy is customary for similar “due diligence” examinations. (k) Cause all such Registrable Securities of the information in such Registration Statement and Purchaser Group registered pursuant hereunder to conduct appropriate due diligence in connection therewith; provided, Records that be listed on the NASDAQ Global Market or any other securities exchange on which similar securities issued by the Company determinesare then listed. (l) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in good faith, to be confidential and that it notifies any underwriter are confidential shall each case not be disclosed by later than the underwriter unless (i) the disclosure effective date of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); and (p) take all such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Lawsregistration.

Obligations of the Company. Subject In connection with the Company's obligation under Section 3 and 5 hereof to Sections 2(c) file a Registration Statement with the SEC and 2(d) hereofto use its best efforts to cause the Registration Statement to become effective as soon as practicable after filing, the Company shall, as expeditiously as reasonably possible, subject to Section 12 hereof: (a) use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare Prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock Shares covered by the Registration Statement for the period required to effect the distribution of the Registrable StockStatement; (fb) make available Furnish to each Purchaser the selling Investors such numbers number of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the requirements of the Securities Act, and such other documents (including, without limitation, prospectus amendments and supplements as such Purchaser are prepared by the Company in accordance with Section 6(a) above) as the selling Investors may reasonably request in order to facilitate their the disposition of its such selling Investors' Registrable StockShares; (gc) use its Notify the selling Investors, at any time when a prospectus relating to the Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in or relating to the Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading; and, thereafter, subject to Section 12 hereof the Company will promptly prepare (and, when completed, deliver to each selling Investor) a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; provided that upon such notification by the Company, the selling Investors will not offer or sell Registrable Shares until the Company has notified the selling Investors that it has prepared a supplement or amendment to such prospectus and delivered copies of such supplement or amendment to the selling Investors (it being understood and agreed by the Company that the foregoing proviso shall in no way diminish or otherwise impair the Company's obligation to promptly prepare a prospectus amendment or supplement as above provided in this Section 6(c) and deliver copies of same as above provided in Section 6(b) hereof); (d) Use commercially reasonable efforts to register and qualify the Registrable Stock Shares covered by the Registration Statement under such other securities or blue-sky Blue Sky laws of all states requiring such jurisdictions as shall be reasonably requested by Purchaser; providedsecurities or Blue Sky registration or qualification, however, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to 4 service of process in any such states or jurisdictions, and provided further that (notwithstanding anything in this Agreement to the contrary with respect to the bearing of expenses) if any jurisdiction in which any of such Registrable Shares shall be qualified shall require that expenses incurred in connection with the qualification therein of any such Registrable Shares be borne by the selling Investors, then the selling Investors shall, to the extent required by such jurisdiction, unless the Company is already subject to service in pay their pro rata share of such jurisdiction and except as may be required by the Securities Actqualification expenses; (he) use its commercially reasonable efforts to cause Cause all such Registrable Stock Shares registered hereunder to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities of the same class issued by the Company are then listed; (if) provide Provide a transfer agent and registrar for the all Registrable Stock Shares registered hereunder and provide a CUSIP number for all such Registrable StockShares, in each case not later than the effective date of the Registration Statement;such registration; and (jg) use its commercially reasonable efforts If an Investor's Registrable Shares are being sold through an underwritten public offering, the Company shall furnish to make availableeach selling Investor whose shares of Registrable Shares are being registered pursuant to Section 5, on the date that shares of such Registrable Stock Shares are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, underwriters and (ii) a "comfort" letter dated as of such date, from signed by the independent public accountants of who have certified the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all 's financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus statements included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits covering substantially the same matters with respect to state any material fact required the Registration Statement (and the prospectus included therein) and with respect to be stated therein or necessary events subsequent to make the statements therein not misleading in light date of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectusfinancial statements, as may be necessary so that, as thereafter are customarily covered in accountants' letters delivered to the purchasers underwriters in underwritten public offerings of such securities, such prospectus shall not include an untrue statement of a material fact or omit securities addressed to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); and (p) take all such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Lawsunderwriters.

Obligations of the Company. Subject In addition to performing its obligations hereunder, including without limitation those pursuant to Sections 2(c) 2 and 2(d) hereof3 above, the Company shall, with respect to each Registration Statement: (a) use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) 4.1 prepare and file with the SEC Commission such amendments and supplements to the such Registration Statement and the prospectus used in connection therewith with such Registration Statement, which prospectus shall contain a “Plan of Distribution” in substantially the form attached hereto as Annex A, as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect or to maintain the effectiveness of such Registration Statement during the Registration Period, or as may be reasonably requested by a Holder in order to incorporate information concerning such Holder or such Holder’s intended method of distribution; 4.2 not less than five (5) Business Days prior to the disposition filing of such Registration Statement and not less than one (1) Business Day prior to the filing of any related prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all Registrable such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act; 4.3 promptly following the Closing if the Company is so eligible, use its reasonable best efforts to secure the listing on the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock covered by Exchange or quotation on the Registration Statement for the period required to effect the distribution OTCQB of the Registrable StockSecurities, and provide each Holder with reasonable evidence thereof; (f) make available 4.4 so long as a Registration Statement is effective covering the resale of the applicable Registrable Securities owned by a Holder, furnish to each Purchaser Holder such numbers number of copies of a prospectusthe prospectus included in such Registration Statement, including a preliminary prospectus, as required by in conformity with the requirements of the Securities Act, and such other documents as such Purchaser Holder may reasonably request in order to facilitate their the disposition of its such Holder’s Registrable StockSecurities; (g) 4.5 use its commercially reasonable efforts to register and or qualify the Registrable Stock Securities under such other the securities or blue-sky “blue sky” laws of such jurisdictions within the United States as shall be reasonably requested from time to time by Purchasera Holder, and do any and all other acts or things which may reasonably be necessary or advisable to enable such Holder to consummate the public sale or other disposition of the Registrable Securities in such jurisdictions; provided, however, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any such jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and 4.6 notify each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date Holder immediately after becoming aware of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening occurrence of any event (but shall not, without the prior written consent of such Holder, disclose to such Holder any facts or circumstances constituting material non-public information) as a result of which the prospectus included in the such Registration Statement, as then in effect, includes contains an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were madethen existing, and at the request of Purchasers as promptly as practicable prepare and make available file with the Commission and furnish to Purchasers each Holder a reasonable number of copies of a supplement to or an amendment of to such prospectus, or a revised prospectus, prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, that such prospectus shall does not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt then existing; 4.7 use commercially reasonable efforts to prevent the issuance of any supplement stop order or amendment other order suspending the effectiveness of such Registration Statement and, if such an order is issued, to use commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible time and to notify each Holder in writing of the issuance of such order and the resolution thereof; 4.8 furnish to each Holder, on the date that such Registration Statement, or any prospectussuccessor registration statement, Purchasers shall deliver becomes effective, a letter, dated such amendeddate, supplemental signed by an officer of the Company or revised prospectus of outside counsel to the Company (and reasonably acceptable to such Holder) addressed to such Holder, confirming such effectiveness and, to the knowledge of such officer or counsel, the absence of any stop order; 4.9 provide to each Holder and its representatives the reasonable opportunity to conduct, subject to confidentiality agreements reasonably acceptable to the Company, a reasonable inquiry of the Company’s financial and other records during normal business hours and make available during normal business hours and with reasonable advance notice its officers, directors and employees for questions regarding information which such Holder may reasonably request in connection with order to fulfill any offers or sales of Registrable Stockdue diligence obligation on its part; 4.10 permit counsel for the Investor to review such Registration Statement and all amendments and supplements thereto, and shall not deliver or use any prospectus not so supplementedcomments made by the staff of the Commission concerning such Holder and/or the transactions contemplated by the Transaction Documents and the Company’s responses thereto, amended or revisedwithin a reasonable period of time prior to the filing thereof with the Commission (or, in the case of comments made by the staff of the Commission, within a reasonable period of time following the receipt thereof by the Company); and (p4.11 in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) take all such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Lawsoffering; Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

Obligations of the Company. Subject Whenever required under this Section 2 to Sections 2(c) and 2(d) hereofeffect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use commercially its reasonable best efforts to to, as soon thereafter as reasonably possible, cause such Registration Statement registration statement to become effective and to remain continuously keep such registration statement effective for a period of one hundred eighty (180) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that will terminate upon such one hundred eighty (180) day period shall be extended for a period of time equal to the earlier period the Holder refrains, at the request of an underwriter of Common Stock (ior other securities) of the date on which Company, from selling any securities included in such registration; notwithstanding the foregoing, in the case of any Shelf Registration Statement (regardless of the Form utilized therefor), subject to compliance with applicable SEC rules, the Company shall maintain the registration statement so that the registration statement shall remain effective until all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement Securities registered thereon are not assignedsold; (b) provide copies use its reasonable best efforts to respond to any and all comments received from the SEC, with a view towards causing such registration statement or any post-effective amendment thereto to be declared effective by the SEC as soon as practicable; (c) permit one outside legal counsel designated by the Purchasers Initiating Holders to review each such Registration Statement and all amendments and supplements thereto no fewer than five (5) days as well as all requests for acceleration or effectiveness thereof but excluding the Company’s filings under the Exchange Act), a reasonable period of time prior to their filing with the SEC and not file any document documents in a form to which such legal counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement, and the prospectus used in connection therewith with such registration statement, as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect in order to enable the disposition of all Registrable Stock securities covered by the Registration Statement for the period required to effect the distribution of the Registrable Stocksuch registration statement; (fe) make available furnish to each Purchaser the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as such Purchaser the Holders may reasonably request in order to facilitate their disposition of its their Registrable StockSecurities; (gf) use its commercially reasonable best efforts to register or qualify or cooperate with the selling Holders of Registrable Securities, the underwriters, if any, and qualify their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Stock Securities for offer and sale under such other the securities or blue-blue sky laws of such jurisdictions within the United States as shall any seller or underwriter reasonably requests in writing and to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be reasonably requested by Purchaserkept effective; provided, however, that the Company shall will not be required in connection therewith or as a condition thereto to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this clause (e), (ii) subject itself to taxation in any jurisdiction wherein it is not so subject or (iii) take any action that would subject it to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction where it is not then so subject; (g) in the event of any underwritten public offering, enter into and except as may be required by perform its obligations under an underwriting agreement, in usual and customary form, with the Securities Actunderwriter(s) of such offering; (h) use its commercially reasonable best efforts to cause all such Registrable Stock Securities covered by such registration statement to be listed on a national securities exchange or trading system and and, in any event, shall cause all such Registrable Securities to be listed on each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the all Registrable Stock Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable StockSecurities, in each case not later than the effective date of the Registration Statementsuch registration; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to the Registration Statementsuch registration statement, and any attorney or accountant or other agent retained by any such underwriterunderwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”)the Company, and cause the Company’s officers, directors, employees employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement registration statement and to conduct appropriate due diligence in connection therewith; (k) promptly notify each selling Holder, after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; (l) in the case of any Underwritten Offering in which any Holder participates, (A) make reasonably available, for inspection by the managing underwriters of such Underwritten Offering and one law firm acting for such managing underwriters, pertinent corporate documents and financial and other records of the Company and its subsidiaries and controlled Affiliates, (B) cause the Company’s officers and employees to supply information reasonably requested by such managing underwriters or such law firm in connection with such offering, (C) make the Company’s independent auditor reasonably available for any such managing underwriters’ due diligence and use reasonable best efforts to have them provide customary comfort letters to such underwriters in connection therewith and to each Holder selling Registrable Securities in such offering (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession) and (D) cause the Company’s outside counsel to furnish customary legal opinions and updates thereof (which legal opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter(s)) to such underwriters, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such underwriters; provided, Records however, that any such records and other information provided under clauses (A) and (B) above that is not generally publicly available shall be subject to such confidential treatment as is customary for underwriters’ due diligence reviews; and (m) after such registration statement becomes effective, promptly notify each selling Holder of any request by the SEC that the Company determinesamend or supplement such registration statement or prospectus. In addition, in good faith, to be confidential and that it notifies any underwriter are confidential the Company shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree ensure that, upon learning that disclosure at all times after any registration statement covering a public offering of such Records is sought in a court securities of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act shall have become effective, its xxxxxxx xxxxxxx policy shall provide that the Company’s directors (and any entity designating such director or with which such director is otherwise affiliated or associated if such xxxxxxx xxxxxxx policy purports to cover such entity) may implement a trading program under Rule 10b5-1 of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); and (p) take all such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities LawsExchange Act.

Obligations of the Company. Subject Whenever required under this Section 2 to Sections 2(c) and 2(d) hereofeffect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) prepare and file a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and effective, and, to remain continuously keep such Registration Statement effective for a period that will terminate upon the earlier of up to one hundred eighty (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5180) days prior to their filing with or, if earlier, until the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after distribution contemplated in the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective completed, provided, however, that (i) such one hundred eighty (180) day period shall be extended for a period of time equal to the period the Holders refrain, at the request of an underwriter of Common Stock (or a supplement other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of an automatic Registration Statement on Form S-3, where the Company shall use its commercially reasonable efforts to any prospectus forming a part of keep such Registration Statement has been filed;effective for three years from the date of effectiveness. (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (ei) prepare and file with the SEC such amendments amendments, including post-effective amendments, and supplements to the such Registration Statement Statement, and the prospectus Prospectus used in connection therewith with such Registration Statement, as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect in order to enable the disposition of all Registrable Stock securities covered by the such Registration Statement for through the period applicable periods during which the Company is obligated to maintain the effectiveness of such Registration Statement, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to effect be filed pursuant to Rule 424 promulgated by the distribution SEC under the Securities Act; and (iii) respond to any comments received from the SEC with respect to each Registration Statement or any amendment thereto; (c) to the extent practicable, at least five (5) Business Days prior to filing any registration statement or prospectus or any amendments or supplements thereto, furnish to the holders of the Registrable StockSecurities covered by such registration statement and their counsel, copies of all such documents proposed to be filed; (fd) make available furnish to each Purchaser the selling Holders such numbers of copies of the signed Registration Statement, any post-effective amendment thereto, a prospectusProspectus, including a preliminary prospectusProspectus, as required by the Securities Act, any amendments or supplements thereto, any Free Writing Prospectus, and such other documents as such Purchaser the Holders may reasonably request in order to facilitate their disposition of its their Registrable StockSecurities; (ge) use its commercially reasonable efforts to register and qualify the Registrable Stock securities covered by such Registration Statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by Purchaserthe selling Holders; provided, however, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdictionsuch states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (f) in the event of any underwritten public offering, (i) enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering and (ii) cooperate with the holders of Registrable Securities to be included in such registration and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends other than as may be required by applicable law, by the stock transfer agent, depositary or their nominee, if applicable) representing securities to be sold under such registration, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such holders may request; (g) cooperate with each Holder and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA; (h) to the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company files any shelf Registration Statement, include in such shelf Registration Statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such shelf Registration Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment; (i) use its commercially reasonable efforts to cause all such Registrable Stock Securities covered by such Registration Statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the all Registrable Stock Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable StockSecurities, in each case case, not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, registration and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) any selling Holders to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) book-entry interests representing securities sold under the Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which book-entry interests shall be free of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities Act, Exchange Act or other applicable securities laws, and to enable such securities Registrable Securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) any such Holder may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates;in writing. (lk) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s(i) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to the such Registration Statement, and any attorney or accountant or other agent retained by any such underwriterunderwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of Company the Company, (collectively, “Records”), and ii) cause the Company’s officers, directors, employees employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; providedtherewith (as shall be necessary, Records in the opinion of such seller or underwriter’s legal counsel, to conduct a reasonable investigation with the meaning of Section 11(b)(3) of the Securities Act), and (iii) cause appropriate officers and employees to be available, on a customary basis and upon reasonable notice, to meet with prospective investors in presentations, meetings and road shows. (l) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed; (m) after such Registration Statement becomes effective, promptly notify each selling Holder of any (i) request by the SEC that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid amend or correct a material misstatement or omission in supplement such Registration Statement or Prospectus or (ii) the release of such Records is ordered pursuant to a subpoena stop order or other order from a court suspending the effectiveness of competent jurisdiction any registration statement, issued or is otherwise required by Applicable Law. Purchasers agree that information obtained threatened in writing by the underwriters as a result SEC in connection therewith, and use its commercially reasonable efforts to prevent the entry of such inspections shall be deemed confidential and shall not be used by the underwriters stop order or its Affiliates to remove it or obtain withdrawal of it as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidentialsoon as practicable if entered; (n) use its commercially reasonable efforts to obtain: (i) prevent at the issuance time of pricing of any stop order underwritten offering (including an “at-the-market offering,” a “bought deal” or other suspension a “registered direct offering”) a “cold comfort letter” from the Company’s independent registered public accounting firm covering such matters of effectiveness the type customarily covered by “cold comfort letters” as the Holders and the underwriters reasonably request; and, (ii) at the time of any sale in an underwritten offering pursuant to the event registration statement, a “bring-down comfort letter,” dated as of the issuance date of any stop order suspending such sale, from the effectiveness Company’s independent registered public accountants covering such matters of the Registration Statement, or of any order suspending or preventing type customarily covered by “bring-down comfort letters” as the use of any related prospectus or suspending Holders and the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, underwriters reasonably request; (o) use its commercially reasonable efforts to obtain promptly obtain, at the withdrawal time of effectiveness of each registration or, in the case of a shelf registration, at the time of pricing, and at the time of any sale pursuant to each registration, an opinion or opinions addressed to the holders of the Registrable Securities to be included in such orderregistration and the underwriter or underwriters, if any, in customary form and scope from legal counsel for the Company (who may be its internal legal counsel); (op) immediately promptly notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the each seller of Registrable Securities Act covered by such registration, upon discovery by an executive officer of the happening of any event as a result of which Company that the prospectus included in the Registration Statementsuch registration, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, and at the request of Purchasers promptly thereafter prepare and make available file with the SEC and furnish to Purchasers such seller a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, prospectus as may be necessary so that, as thereafter delivered to the purchasers or prospective purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised)are made; and (pq) enter into such agreements (including underwriting agreements in customary form) and take all such other actions as are the Holders shall reasonably necessary request in order to expedite or facilitate the disposition of such Registrable StockSecurities, including using commercially reasonable efforts to comply with customary holdback / lock-up provisions. In addition, the Company shall ensure that, at all Applicable times after any Registration Statement covering a public offering of securities of the Company under the Securities LawsAct shall have become effective, its xxxxxxx xxxxxxx policy shall provide that the directors of the Company may implement a trading program under Rule 10b5-1 of the Exchange Act.

Obligations of the Company. Subject In connection with the Company’s obligation under Sections 3 and 4 hereof to Sections 2(c) file the Registration Statement with the SEC and 2(d) hereof, the Company shall: (a) to use commercially reasonable efforts to cause such the Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statementas soon as practicable, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereofshall, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed;as expeditiously as reasonably possible: (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare 5.1. Prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock Shares covered by the Registration Statement for the period required to effect the distribution of the Registrable StockStatement; (f) make available 5.2. Furnish to each Purchaser the Holders such numbers number of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the requirements of the Securities Act, and such other documents (including, without limitation, prospectus amendments and supplements as such Purchaser are prepared by the Company in accordance with Section 5.1 above) as the Holders may reasonably request in order to facilitate their the disposition of its such Holders’ Registrable StockShares; 5.3. Notify the Holders, at any time when a prospectus relating to the Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in or relating to the Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading; and, thereafter, the Company will promptly prepare (gand, when completed, give notice to each Holder) use its a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; upon such notification by the Company, the Holders will not offer or sell Registrable Shares until the Company has notified the Holders that it has prepared a supplement or amendment to such prospectus and delivered copies of such supplement or amendment to the Holders (it being understood and agreed by the Company that the foregoing clause shall in no way diminish or otherwise impair the Company’s obligation to promptly prepare a prospectus amendment or supplement as above provided in this Section 5.3 and deliver copies of same as above provided in Section 5.2 hereof); 5.4. Promptly respond to any and all comments received from the SEC, with a view towards causing the Registration Statement or any amendment thereto to be declared effective by the SEC as soon as practicable, and file an acceleration request as soon as practicable, but no later than five (5) business days, following the resolution or clearance of all SEC comments or, if applicable, notification by the SEC that any such Registration Statement or any amendment thereto will not be subject to review; 5.5. Use commercially reasonable efforts to register and qualify the Registrable Stock Shares covered by the Registration Statement under such other securities or blue-sky Blue Sky laws of such jurisdictions states where such registration and/or qualification is required as shall be reasonably requested by Purchaser; provideda Holder, however, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any such states or jurisdictions, and provided further that (notwithstanding anything in this Agreement to the contrary with respect to the bearing of expenses) if any jurisdiction in which any of such Registrable Shares shall be qualified shall require that expenses incurred in connection with the qualification therein of any such Registrable Shares be borne by the Holders, then the Holders shall, to the extent required by such jurisdiction, unless the Company is already subject to service in pay their pro rata share of such jurisdiction and except as may be required by the Securities Actqualification expenses; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered 5.6. Subject to the underwriters for saleterms and conditions of this Agreement, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness andof a Registration Statement, or the suspension of the qualification of any of the Registrable Shares for sale in any jurisdiction in the United States, and (ii) in if such an order or suspension is issued, obtain the event withdrawal of such order or suspension at the earliest practicable moment and notify each holder of Registrable Shares of the issuance of such order and the resolution thereof or its receipt of notice of the initiation or threat of any stop order suspending proceeding such purpose; 5.7. Permit a single firm of counsel designated by the Holders to review the Registration Statement and all amendments and supplements thereto (as well as all requests for acceleration or effectiveness thereof), at Holders’ own cost, a reasonable period of time prior to their filing with the SEC (not less than five (5) business days) and use commercially reasonable efforts to reflect in such documents any comments as such counsel may reasonably propose (so long as such comments are provided to the Company at least (2) business days prior to the expected filing date) and will not request acceleration of such Registration Statement without prior notice to such counsel; 5.8. Use commercially reasonable efforts to cause all the Registrable Shares covered by the Registration Statement to be listed on the NASDAQ National Market, or such other securities exchange on which the Company’s common stock is then listed; and 5.9. Comply with all requirements of the Financial Industry Regulatory Authority, Inc. with regard to the issuance of the Registrable Shares and the listing thereof on the NASDAQ National Market, and engage a transfer agent and registrar to maintain the Company’s stock ledger for all Registrable Shares covered by the Registration Statement not later than the effective date of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); and (p) take all such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Laws.

Obligations of the Company. Subject Whenever required under this Section 2 to Sections 2(c) and 2(d) hereofeffect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) prepare and file a Registration Statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such Registration Statement to become effective and effective, and, to remain continuously keep such Registration Statement effective for a period of up to 180 days or, if earlier, until the distribution contemplated in the Registration Statement has been completed, provided, however, that will terminate upon in the case of an automatic Registration Statement on Form S-3, where the Company shall use commercially reasonable efforts to keep such Registration Statement effective for three years from the date of effectiveness, which period may be extended, at the request of the Holders of a majority of the Registrable Securities registered thereunder, until the earlier of (iA) the effective date on which all such Registrable Stock has been disposed of pursuant to such effective the new Registration Statement, ; or (bB) 180 days after the third anniversary of the initial effective date of the prior automatic Registration Statement on which all such Registrable Stock is sold by a Person Form S-3; in a transaction that is exempt from registration pursuant each case, subject to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assignedcompliance with applicable SEC rules; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (ei) prepare and file with the SEC such amendments amendments, including post-effective amendments, and supplements to the such Registration Statement Statement, and the prospectus Prospectus used in connection therewith with such Registration Statement, as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect in order to enable the disposition of all Registrable Stock securities covered by the such Registration Statement for through the period applicable periods during which the Company is obligated to maintain the effectiveness of such Registration Statement; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to effect be filed pursuant to Rule 424 promulgated by the distribution SEC under the Securities Act; and (iii) respond to any comments received from the SEC with respect to each Registration Statement or any amendment thereto; (c) that, to the extent practicable, at least 5 Business Days prior to filing any registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the holders of the Registrable StockSecurities covered by such registration statement and their counsel, copies of all such documents proposed to be filed; (fd) make available furnish to each Purchaser the selling Holders such numbers of copies (which, for the avoidance of doubt, may be electronic copies) of the signed Registration Statement, any post-effective amendment thereto, a prospectusProspectus, including a preliminary prospectusProspectus, as required by the Securities Act, any amendments or supplements thereto, any Free Writing Prospectus, and such other documents as such Purchaser the Holders may reasonably request in order to facilitate their disposition of its their Registrable StockSecurities; (ge) use its commercially reasonable efforts to register and qualify the Registrable Stock securities covered by such Registration Statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by Purchaserthe selling Holders; provided, however, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdictionsuch states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (f) cooperate with each Holder participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA; (g) if the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company files any shelf Registration Statement, include in such shelf Registration Statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such shelf Registration Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment; (h) use its commercially reasonable efforts to cause all such Registrable Stock Securities covered by such Registration Statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i1) provide a transfer agent and registrar for the all Registrable Stock Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable StockSecurities, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, ; and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k2) cooperate with Purchasers and the managing underwriter (if any) any selling Holders to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) book-entry interests representing securities sold under the Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which book-entry interests shall be free of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities Act, Exchange Act or other applicable securities laws, and to enable such securities Registrable Securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) any such Holder may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificatesin writing; (lj) in notify each selling Holder, promptly after the event Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) Prospectus forming a part of such offeringRegistration Statement has been filed; (mk) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in after such Registration Statement and to conduct appropriate due diligence in connection therewith; providedbecomes effective, Records promptly notify each selling Holder of any (i) request by the SEC that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid amend or correct a material misstatement or omission in supplement such Registration Statement or Prospectus; or (ii) the release of such Records is ordered pursuant to a subpoena stop order or other order from a court suspending the effectiveness of competent jurisdiction any registration statement, issued or is otherwise required by Applicable Law. Purchasers agree that information obtained threatened in writing by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions SEC in the Company’s securities unless and until such information is made generally available to the publicconnection therewith, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance entry of any such stop order or other suspension to remove it or obtain withdrawal of effectiveness it as soon as practicable if entered; and (l) promptly notify each seller of Registrable Securities covered by such registration, (ii) in the event upon discovery by an executive officer of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which Company that the prospectus included in the Registration Statementsuch registration, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, and at the request of Purchasers promptly thereafter prepare and make available file with the SEC and furnish to Purchasers such seller a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, prospectus as may be necessary so that, as thereafter delivered to the purchasers or prospective purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); and (p) take all such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Lawsmade.

Obligations of the Company. Subject When the Company is required to Sections 2(c) and 2(d) effect the registration of Redemption Shares under the Act pursuant to Section 3.1 of this Agreement, subject to Section 3.2 hereof, the Company shall: (a) prepare and file with the Commission (as soon as reasonably practicable after receiving the Registration Notice, and in any event within sixty (60) days after receipt of such Registration Notice) the requisite Registration Statement to effect such registration, which Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the Commission to be filed therewith, and the Company shall use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for effective; provided, however, that before filing a period that will terminate upon Registration Statement or Prospectus or any amendments or supplements thereto, or comparable statements under securities or "blue sky" laws of any jurisdiction, the earlier of Company shall (i) provide each Holder with an adequate and appropriate opportunity to participate in the date preparation of such Registration Statement and each Prospectus included therein (and each amendment or supplement thereto or comparable statement) to be filed with the Commission and (ii) not file any such Registration Statement or Prospectus (or amendment or supplement thereto or comparable statement) with the Commission to which any Holder shall have reasonably objected on which the grounds that such filing does not comply in all such Registrable Stock has been disposed material respects with the requirements of pursuant to such effective Registration Statement, the Act or (b) of the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 rules or a transaction in which Purchasers’ rights under this Agreement are not assignedregulations thereunder; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC Commission such amendments and supplements as to the Registration Statement and the prospectus Prospectus used in connection therewith as may be reasonably necessary (i) to keep the such Registration Statement effective and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock the Redemption Shares covered by the such Registration Statement for the period required to effect the distribution of the Registrable Stock; (f) make available to each Purchaser such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as such Purchaser may reasonably request in order to facilitate their disposition of its Registrable Stock; (g) use its commercially reasonable efforts to register and qualify the Registrable Stock under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by Purchaser; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable StockStatement, in each case for such time as is contemplated in Section 3.1(a) above; provided, that in any event the period need not later than extend beyond nine months from the effective date of the Registration Statement; (jc) use its commercially reasonable efforts to make availablefurnish, on the date that shares of Registrable Stock are delivered without charge, to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, Holders of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters securities covered by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness number of the Registration Statement a supply copies of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, each amendment and any attorney or accountant or other agent retained by any such underwriter, supplement thereto (in each case including all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”exhibits), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information Prospectus included in such Registration Statement (including each preliminary Prospectus) in conformity with the requirements of the Act, and other documents, as the Holders may reasonably request in order to conduct appropriate due diligence in connection therewith; provided, Records that facilitate the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed public sale or other disposition of the Redemption Shares owned by the underwriter unless Holders; (d) promptly notify the Holders of securities covered by the Registration Statement: (i) when the disclosure of such Records is necessary Registration Statement, any pre-effective amendment, the Prospectus or any prospectus supplement related thereto or post-effective amendment to avoid or correct a material misstatement or omission in such the Registration Statement has been filed, and, with respect to the Registration Statement or (ii) any post-effective amendment, when the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness andsame has become effective, (ii) in of any request by the event Commission or any state securities or blue sky authority for amendments or supplements to the Registration Statement or the Prospectus related thereto or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, Statement or the initiation or threat of any order suspending or preventing proceedings for that purpose, and (iv) of the use receipt by the Company of any related prospectus or suspending notification with respect to the suspension of the qualification of any Registrable Stock included in such Registration Statement Redemption Shares for sale in under the securities or "blue sky" laws of any jurisdiction, use its commercially reasonable efforts to obtain promptly jurisdiction or the withdrawal initiation of any proceeding for such orderpurpose; (oe) immediately notify Purchasers at any time when following receipt of a prospectus relating thereto Registration Notice and thereafter until the sooner of completion, abandonment or termination of the offering or sale contemplated thereby and the expiring of the period during which the Company is required to be delivered under maintain the Securities Act effectiveness of the related Registration Statement as set forth in Section 3.1(a) above, promptly notify the Holders of securities covered by the Registration Statement: (i) of the existence of any fact of which the Company is aware or the happening of any event as a result of which the prospectus included has resulted in (A) the Registration Statement, as then in effect, includes containing an untrue statement of a material fact or omits omitting to state a material fact required to be stated therein or necessary to make any statements therein not misleading or (B) the Prospectus included in such Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein, in the light of the circumstances under which they were made, not misleading and (ii) of the Company's reasonable determination that a post-effective amendment to a Registration Statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such Registration Statement inadvisable pending such disclosure and post-effective amendment; and, if the notification relates to any event described in either of the clauses (i) or (ii) of this Section 3.4(e), subject to Section 3.2 above, at the request of the Holders, the Company shall prepare and furnish to the Holders of securities covered by the Registration Statement, a reasonable number of copies of a supplement or post-effective amendment to such Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that (1) such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, (2) as thereafter delivered to the purchasers of such securitiesthe Redemption Shares being sold thereunder, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances under which they were made made, not misleading; (following receipt f) make available for reasonable inspection by the Holders and any attorney, accountant or other agent retained by any Holder, material financial and other relevant information concerning the business and operations of the Company and the properties of the Company and any supplement or amendment subsidiaries thereof as may be in existence at such time as shall be necessary to enable them to conduct a reasonable investigation within the meaning of the Act, and cause the Company's officers, directors and employees to supply such relevant information as may be reasonably requested by any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus parties in connection with such Registration Statement; provided, however, that, if the Holders or any offers of their advisors or sales agents request any information that the Company determines to be confidential or non-public, the Company shall be entitled to condition access to that information upon the Holders and each other recipient of Registrable Stocksuch information having entered into a confidentiality agreement with the Company in form and substance satisfactory to the Company acting reasonably, pursuant to which each such recipient agrees to maintain that information as confidential and use it solely for the purposes of exercising rights under this Agreement, and provided further, that the Company shall not deliver be required to disclose any information subject to the attorney-client or attorney work product privilege if and to the extent such disclosure would constitute a waiver of such privilege; (g) use any prospectus not so supplementedcommercially reasonable efforts to cause all such Redemption Shares to be listed on the national securities exchange on which the Common Shares are then listed, amended or revised)if the listing of Redemption Shares is then permitted under the rules of such national securities exchange; and (ph) take all if requested by any Holder participating in the offering of Registrable Securities, incorporate in a prospectus supplement or post-effective amendment such information concerning the Holder or the intended method of distribution as the Holder reasonably requests to be included therein and as is appropriate in the reasonable judgment of the Company, including, without limitation, information with respect to the number of Redemption Shares being sold, the purchase price being paid therefor and any other actions as are reasonably necessary material terms of the offering of the Redemption Shares to be sold in order such offering; provided, however, that the Company shall not be obligated to facilitate include in any such prospectus supplement or post-effective amendment any requested information that is unreasonable in scope compared with the disposition Company's most recent prospectus or prospectus supplement used in connection with a primary or secondary offering of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Lawsequity securities by the Company.

Obligations of the Company. Subject Whenever required under this Section -------------------------- 1 to Sections 2(c) and 2(d) hereofeffect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use commercially reasonable its best efforts to cause such Registration Statement registration statement to become effective and to remain continuously effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a up to 45 days or such shorter period that will terminate upon during which the earlier of (i) Holders complete the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statementdistribution described in the registration statement relating thereto, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned;whichever first occurs. (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare Prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith with such registration statement as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by the Registration Statement such registration statement for the period required up to effect the distribution of the Registrable Stock45 days; (fc) make available Cause all such Registrable Securities registered pursuant hereunder to be listed on each Purchaser securities exchange on which similar securities issued by the Company are then listed; (d) Furnish to the Holders participating in the registration such numbers reasonable number of copies of a prospectusthe registration statement, including a preliminary prospectus, as required by the Securities Act, final prospectus and such other documents as such Purchaser Holders may reasonably request in order to facilitate their disposition of its Registrable Stockrequest; (ge) use Use its commercially reasonable best efforts to register and qualify the Registrable Stock securities covered by such registration statement under such other securities or blue-sky Blue Sky laws of such jurisdictions as shall be reasonably requested by Purchaser; providedthe Holders, however, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;states or jurisdictions; and (hf) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and Notify each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares Holder of Registrable Stock are delivered to the underwriters for sale, if Securities covered by such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were madethen existing, and at the request of Purchasers promptly any such Holder, prepare and make available furnish to Purchasers such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, prospectuses as may be necessary so that, as thereafter delivered to the purchasers of such securitiesshares, such prospectus prospectuses shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not no misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); and (p) take all such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Lawsthen existing.

Obligations of the Company. Subject If and whenever the Company is required by the provisions of Section 4 or 5 to Sections 2(c) and 2(d) hereofuse its best efforts to effect the registration of any shares of Restricted Stock under the Securities Act, the Company shallwill, as expeditiously as possible: (a) use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC Commission a registration statement (which, in the case of an underwritten public offering pursuant to Section 4, shall be on Form S-1 or other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided); (b) prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith as may be reasonably necessary to keep such registration statement effective until completion of the Registration Statement effective period of distribution and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Restricted Stock covered by such registration statement in accordance with the Registration Statement sellers' intended method of disposition set forth in such registration statement for the period required to effect the distribution of the Registrable Stocksuch period; (fc) make available furnish to each Purchaser seller of Restricted Stock and to each underwriter such numbers number of copies of a prospectus, the registration statement and the prospectus included therein (including a each preliminary prospectus, as required by the Securities Act, and such other documents ) as such Purchaser person reasonably may reasonably request in order to facilitate their the public sale or other disposition of its Registrable Stockthe Restricted Stock covered by such registration statement; (gd) use its commercially reasonable best efforts to register and or qualify the Registrable Restricted Stock covered by such registration statement under such other the securities or blue-sky "blue sky" laws of such jurisdictions as the sellers of Restricted Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall be reasonably requested by Purchaserrequest; providedPROVIDED, howeverHOWEVER, that the Company shall not for any such purpose be required in connection therewith or to qualify generally to transact business as a condition thereto to qualify to do business foreign corporation in any jurisdiction where it is not so qualified or to file a general consent to general service of process in any such jurisdiction, unless ; (e) use its best efforts to list the Restricted Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (of) immediately notify Purchasers each seller of Restricted Stock and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus included contained in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made then existing; (following receipt g) if the offering is underwritten and at the request of any seller of Restricted Stock, use its best efforts to furnish on the date that Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or amendment by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to any the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, Purchasers shall deliver such amendedor any amendment or supplement thereof, supplemental or revised prospectus comply as to form in connection all material respects with any offers or sales the applicable accounting requirements of Registrable Stockthe Securities Act, and such letter shall not deliver or use any prospectus not so supplemented, amended or revised)additionally cover such other financial matters (including information as to the period ending no more than five (5) business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request; and (ph) take all such other actions as are reasonably necessary in order to facilitate the disposition make available for inspection by each seller of such Registrable Restricted Stock, including using commercially reasonable efforts any underwriter participating in any distribution pursuant to comply such registration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement, subject to each party's obligations not to disclose or misuse any confidential information disclosed to it. For purposes of Sections 4(f), 6(a) and 6(b), the period of distribution of Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all Applicable Securities Lawssecurities purchased by it, and the period of distribution of Restricted Stock in any other registration shall be deemed to extend until the earlier of the sale of all Restricted Stock covered thereby and sixty (60) days after the effective date thereof.

Obligations of the Company. Subject If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 2(c) 3.2, 3.3 and 2(d) hereof3.4 herein, the Company shall effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company shall cooperate in the sale of the securities and shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC an Eligible Registration Statement or Eligible Registration Statements on such form as shall be available for the sale of the Registrable Securities by the Holders thereof or by the Company in accordance with the intended method of distribution thereof, and use commercially its reasonable best efforts to cause such Registration Statement registration statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person as provided in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned;Section 3.5(b). (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare Prepare and file with the SEC such amendments and supplements to the such Eligible Registration Statement and the prospectus used in connection therewith with such Eligible Registration Statement as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition distribution of all Registrable Stock securities covered by the such Eligible Registration Statement for the period required to effect set forth in Section 3.5(b) above; provided, that before filing an Eligible Registration Statement or prospectus, or any amendments or supplements thereto, upon the distribution request of the Registrable Stock;Invus Transferee Group, the Company will (i) furnish to each Stockholder Counsel copies of all documents proposed to be filed, which documents will be subject to the reasonable review of such Stockholder Counsel, (ii) provide the Invus Transferee Group and the Xxxxxx Holder (to the extent participating in such registration) reasonable opportunity to comment on the registration statement, prospectus, or any amendments or supplements thereto, and (iii) make such of the representatives of the Company as shall be reasonably requested by the Invus Transferee Group and the Xxxxxx Holder (to the extent participating in such registration) available for discussion of such documents. (fc) make available Furnish without charge to the Holders of Registrable Securities covered by such registration statement, the underwriters, if any, and each Purchaser Stockholder Counsel, such numbers number of copies of a prospectusthe Eligible Registration Statement (including all exhibits filed therewith, including any documents incorporated by reference) and the prospectus included in such registration statement, including a preliminary prospectus, as required by summary prospectus and each amendment and supplement thereto, in conformity with the requirements of the Securities Act, and such other documents as such Purchaser they may reasonably request in order to facilitate their disposition the distribution of its Registrable Stock;Securities owned by them. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such prospectus and any such amendment or supplement thereto. (gd) Prior to any public offering of Registrable Securities, use its commercially reasonable best efforts to register and qualify or cooperate with the selling Holders of Registrable Stock Securities, the underwriters, if any, and each Stockholder Counsel and counsel for the underwriters in connection with the registration or qualification (or exemption from such registration or qualification) of the securities covered by such Eligible Registration Statement under such other securities or blue-sky Blue Sky laws of such jurisdictions as shall be reasonably requested by Purchasersuch Holders and to keep each such registration or qualification (or exemption therefrom) effective during the period such Eligible Registration Statement is required to be kept effective; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in business, subject itself to taxation or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;states or jurisdictions. (he) use Use its commercially reasonable best efforts to cause all (1) list such Registrable Stock to be listed Securities on a each national securities exchange or trading system and each securities exchange and trading system (if any) on which similar such securities issued by the Company are then listed; listed if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange prior to the effectiveness of such registration statement and (i2) provide and cause to be maintained a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not Securities covered by such registration statement no later than the effective date of the Registration Statement;such registration statement. (jf) use Enter into and perform its commercially reasonable efforts to make availableobligations under such customary agreements, on the date that shares of Registrable Stock are delivered to the underwriters for saleincluding, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form usual and substance as customary form, which shall include, at the option of the Invus Transferee Group (to the extent any member thereof is customarily given by Company a participating Holder in the registration), indemnification and contribution provisions and procedures either substantially similar to underwriters those contained in an underwritten public offeringthe underwriting agreement used in the Initial Offering or substantially to the effect set forth in Section 3.9 hereof, with the underwriter(s) of, and selling Holders of Registrable Securities participating in, such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agentdeliver customary certificates, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of with such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential;offering. (ng) use commercially reasonable efforts to (i) prevent the issuance Notify each Holder of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registrable Securities covered by such Eligible Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event as a result of which Company’s becoming aware that the prospectus included in the such Eligible Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available then existing. The Company will use its reasonable best efforts to Purchasers a reasonable number of copies of a amend or supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall in order to cause such prospectus not to include an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under then existing. Such notice shall notify such Holders only of the occurrence of such an event and shall not be required to provide additional information regarding such event to the extent such information would constitute material non-public information. (h) Use its reasonable best efforts to furnish to the underwriters, if any, and the Holders of Registrable Securities being registered, on the date that the underwriting agreement is entered into, letters, dated as of such date, from the independent certified public accountants of the Company and any acquired entity for which they were made financial statements are included or incorporated by reference in such registration statement, in form, substance and scope as is customarily given by independent certified public accountants to underwriters in an underwritten public offering with respect to such financial statements and certain financial information addressed to each of the underwriters, if any, and each of the Holders of Registrable Securities being registered (following receipt unless such accountants shall be prohibited from so addressing such letters to Holders of Registrable Securities by applicable standards of the accounting profession). (i) Use its reasonable best efforts to furnish to the underwriters, if any, and, in the case of clause (2), the Holders of Registrable Securities being registered, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (1) an opinion and a negative assurance letter, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form, substance and scope as is customarily given to underwriters in an underwritten public offering by counsel to the registrant, addressed to each of the underwriters, if any, and (2) bring-down comfort letters, dated as of such date, from the independent certified public accountants of the Company and any acquired entity for which financial statements are included or incorporated by reference in such registration statement, in form, substance and scope as is customarily given by independent certified public accountants to underwriters in an underwritten public offering with respect to such financial statements and certain financial information addressed to each of the underwriters, if any, and each of the Holders of Registrable Securities being registered (unless such accountants shall be prohibited from so addressing to Holders of Registrable Securities such letters by applicable standards of the accounting profession). (j) In respect of any supplement offering other than the Initial Offering, provide each Stockholder Counsel opportunities to conduct a reasonable investigation within the meaning of the Securities Act and make available for inspection by any selling Holder of Registrable Securities covered by such registration statement, by any underwriter participating in any distribution to be effected pursuant to such registration statement and by any attorney, accountant or amendment other agent retained by any such selling Holder of Registrable Securities or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any prospectussuch selling Holder of Registrable Securities, Purchasers underwriter, attorney, accountant or agent in connection with such registration (subject to, if requested by the Company, each party referred to in this clause (j) entering into customary confidentiality agreements in a form reasonably acceptable to the Company). Without limiting the foregoing, no such information shall deliver be used by such amendedPerson as the basis for any market transactions in securities of the Company in violation of law. (i) Make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, supplemental if any such order is issued, to obtain the withdrawal of any such order as promptly as reasonably possible and (ii) notify each Stockholder Counsel and the managing underwriter or revised prospectus agent, immediately, and confirm the notice in writing, of the issuance by the SEC of any such stop order or order, or the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes. (l) Use its reasonable best efforts (taking into account the Company’s business needs) to make available the executive officers of the Company to participate at the request of the lead managing underwriter(s) in any “road shows” that may be reasonably requested by the Holders in connection with the distribution of Registrable Securities. (m) Cooperate with each selling Holder of Registrable Securities and each underwriter or agent participating in the distribution of such Registrable Securities and their respective counsel in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); andfilings required to be made with the Financial Industry Regulatory Authority. (pn) Use its reasonable best efforts to take all such other actions as are steps reasonably necessary in order to facilitate effect the disposition registration and/or complete any related offering of the Registrable Securities as contemplated hereby (including furnishing to the underwriters such Registrable Stockfurther certificates, including using commercially reasonable efforts to comply with all Applicable Securities Lawsopinions and documents as the underwriters may reasonably request).

Obligations of the Company. Subject Whenever required under Section 2 to Sections 2(c) and 2(d) hereofuse its best efforts to effect the registration of any Registrable Stock, the Company shall, as expeditiously as possible: (a) use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC Commission, not later than ninety (90) days after receipt of a request to file a registration statement with respect to such Registrable Stock, a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such issue of Registrable Stock in accordance with the intended method of distribution thereof, and use its best efforts to cause such registration statement to become effective as promptly as practicable thereafter; PROVIDED that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will (i) furnish to one (1) counsel selected by the Requesting Holders copies of all such documents proposed to be filed, and (ii) notify each such Holder of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith as may be reasonably necessary to keep such registration statement effective for such period of time as would satisfy the Registration Statement effective holding period requirements of Rule 144(k) promulgated by the Commission with respect to the Shares or such shorter period which will terminate when all Registrable Stock covered by such registration statement has been sold (but not before the expiration of the forty (40) or ninety (90) day period referred to in Section 4(3) of the 1933 Act and to Rule 174 thereunder, if applicable), and comply with the provisions of the Securities 1933 Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; (c) furnish to each Holder and any underwriter of Registrable Stock to be included in a registration statement copies of such registration statement as filed and each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Holder may reasonably request in order to facilitate the disposition of the Registrable Stock owned by such Holder; (d) use its best efforts to register or qualify such Registrable Stock under such other securities or blue sky laws of such jurisdictions as any selling Holder or any underwriter of Registrable Stock reasonably requests, and do any and all other acts which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Stock owned by such Holder; PROVIDED that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d) hereof, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction; (e) use its best efforts to cause the Registrable Stock covered by the Registration Statement for the period required such registration statement to effect the distribution be registered with or approved by such other governmental agencies or other authorities as may be necessary by virtue of the business and operations of the Company to enable the selling Holders thereof to consummate the disposition of such Registrable Stock; (f) make available to notify each Purchaser such numbers selling Holder of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as such Purchaser may reasonably request in order to facilitate their disposition of its Registrable Stock; (g) use its commercially reasonable efforts to register and qualify the Registrable Stock under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by Purchaser; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriterunderwriter thereof, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities 1933 Act (even if such time is after the period referred to in Section 3(b)), of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were madebeing made not misleading, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement or amendment to or an amendment of such prospectus, or a revised prospectus, as may be necessary prospectus so that, as thereafter delivered to the purchasers of such securitiesRegistrable Stock, such prospectus shall will not include contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were being made not misleading; (following receipt g) make available for inspection by any selling Holder, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), and cause the Company's officers, directors and employees to supply all information reasonably requested by any supplement or amendment such Inspector, as shall be reasonably necessary to any prospectusenable them to exercise their due diligence responsibility, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with such registration statement. Records or other information which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records or other information is necessary to avoid or correct a misstatement or omission in the registration statement or (ii) the release of such Records or other information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each selling Holder shall, upon learning that disclosure of such Records or other information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records or other information deemed confidential; (h) furnish, at the request of any offers or sales Requesting Holder, on the date that such shares of Registrable StockStock are delivered to the underwriters for sale pursuant to such registration or, if such Registrable Stock is not being sold through underwriters, on the date that the registration statement with respect to such shares of Registrable Stock becomes effective, (1) a signed opinion, dated such date, of the legal counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and shall if such Registrable Stock is not being sold through underwriters, then to the Requesting Holders as to such matters as such underwriters or the Requesting Holders, as the case may be, may reasonably request and as would be customary in such a transaction; and (2) a letter dated such date, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and if such Registrable Stock is not being sold through underwriters, then to the Requesting Holders and, if such accountants refuse to deliver such letter to such Holder, then to the Company (i) stating that they are independent certified public accountants within the meaning of the 1933 Act and that, in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or use the prospectus, or any prospectus amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the 1933 Act, and (ii) covering such other financial matters (including information as to the period ending not so supplemented, amended or revised); andmore than five (5) business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the Requesting Holders may reasonably request and as would be customary in such a transaction; (pi) enter into customary agreements (including if the method of distribution is by means of an underwriting, an underwriting agreement in customary form) and take all such other actions as are reasonably necessary required in order to expedite or facilitate the disposition of such the Registrable Stock, including using commercially reasonable Stock to be so included in the registration statement; (j) otherwise use its best efforts to comply with all Applicable Securities Lawsapplicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, but not later than eighteen (18) months after the effective date of the registration statement, an earnings statement covering the period of at least twelve (12) months beginning with the first full month after the effective date of such registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the 1933 Act; and (k) use its best efforts to cause all such Registrable Stock to be listed on a national securities exchange, Nasdaq, and/or any other securities exchange on which similar securities issued by the Company are then listed or traded. The Company may require each selling Holder of Registrable Stock as to which any registration is being effected to furnish to the Company such information regarding the distribution of such Registrable Stock as the Company may from time to time reasonably request in writing. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f) hereof, such Holder will forthwith discontinue disposition of Registrable Stock pursuant to the registration statement covering such Registrable Stock until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) hereof, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Stock current at the time of receipt of such notice. In the event the Company shall give any such notice, the Company shall extend the period during which such registration statement shall be maintained effective pursuant to this Agreement (including the period referred to in Section 3(b)) by the number of days during the period from and including the date of the giving of such notice pursuant to Section 3(f) hereof to and including the date when each selling Holder of Registrable Stock covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 3(f) hereof.

Obligations of the Company. Subject Whenever required under Section 3.1 to Sections 2(c) and 2(d) hereofeffect the registration of any Registrable Securities, the Company shall: (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement registration statement to become effective and under the Securities Act; (b) use its commercially reasonable efforts to remain keep a registration statement that has become effective continuously effective for a period that will terminate upon if it is on Form S-3, and if it is on Form S-1, then until the earlier of (i) two years following the first day of effectiveness of such registration statement (subject to extension pursuant to Section 3.3(b) or Section 3.3(c)) and (ii) the date on which all Registrable Securities covered by such Registrable Stock has registration statement have been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objectsstatement; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC such amendments and supplements furnish to the Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by the Registration Statement for the period required to effect the distribution of the Registrable Stock; (f) make available to each Purchaser Investor such numbers number of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as such Purchaser the Investor may reasonably request in order to facilitate their the disposition of its Registrable StockSecurities; (gd) use promptly following its commercially reasonable efforts to register and qualify actual knowledge thereof, notify the Registrable Stock under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by Purchaser; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;Investor: (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statementtime when such registration statement has been declared effective or when a supplement or amendment to any prospectus forming a part of such registration statement has been filed (other than any deemed amendment of such registration statement by means of a document filed by the Company under the Exchange Act); (jii) use its commercially reasonable efforts to make availableafter such registration statement becomes effective, on of any request by the date SEC that shares of Registrable Stock are delivered to the underwriters for sale, if Company amend or supplement such securities are being sold through underwriters, (i) an opinion, dated as registration statement or prospectus forming a part of such date, of the counsel representing the Company registration statement or for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwritersadditional information; (kiii) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance by the SEC or any other governmental authority of any stop order suspending the effectiveness of such registration statement or the Registration Statement, or initiation of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in proceeding for such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order;purpose; and (oiv) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening occurrence of any event as a result of which the prospectus included that makes any statement made in the Registration Statement, as then registration statement or any prospectus forming a part of such registration statement untrue in effect, includes any material respect or which requires the making of any changes in such registration statement or prospectus so that it will not include an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, ; (e) use its commercially reasonable efforts to register and at qualify the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to Registrable Securities covered by such registration statement under the securities or an amendment blue-sky laws of such prospectusjurisdictions within the United States as shall be reasonably requested by the Investor; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or otherwise become subject to taxation or service of process in suits in any such jurisdictions where it is not already so qualified or subject; (f) in the event of any underwritten public offering of Registrable Securities, or a revised prospectusenter into and perform its obligations under an underwriting agreement, as may be necessary so thatin usual and customary form, as thereafter delivered to with the purchasers underwriter(s) of such securities, offering; (g) use its commercially reasonable efforts to cause all such prospectus shall not include an untrue Registrable Securities covered by such registration statement of a material fact or omit to state a material fact required to be stated therein listed on each national securities exchange or necessary to make trading system on which the statements therein Common Shares are then listed; (h) provide a transfer agent and registrar for all Registrable Securities and provide a CUSIP number for all such Registrable Securities, in each case not misleading in light later than the effective date of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised)registration statement; and (pi) take promptly make available for inspection by the Investor or his representatives and agents, any managing underwriter(s) participating in any underwritten offering pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the Investor, all financial and other records, pertinent corporate documents and properties of the Company during normal business hours at the offices where such information is typically kept, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by the Investor or any such underwriter, attorney, accountant, agent or other actions representative, in each case, as are reasonably necessary or advisable to verify the accuracy of the information in order such registration statement and to facilitate conduct appropriate due diligence in connection therewith as is customary for similar due diligence examinations, provided that, any information that is designated in writing by the disposition Company, in good faith, as confidential at the time of delivery of such Registrable Stockinformation shall be kept confidential by the Investor or any such underwriter, including using commercially reasonable efforts to comply with all Applicable Securities Lawsattorney, accountant, agent or other representative.

Obligations of the Company. Subject to Sections 2(c(a) and 2(d) hereofOn the date which the Shelf Registration Statement is declared effective, the Company shallshall deliver to Borrower: (a1) use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective The opinion of Xxxxxx, XxXxxxxxx & Fish, LLP, special counsel for a period that will terminate upon the earlier of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by the Registration Statement for the period required to effect the distribution of the Registrable Stock; (f) make available to each Purchaser such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as such Purchaser may reasonably request in order to facilitate their disposition of its Registrable Stock; (g) use its commercially reasonable efforts to register and qualify the Registrable Stock under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by Purchaser; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants reasonably satisfactory to underwriters in an underwritten public offeringBorrower, addressed to the underwriterseffect that: (i) The Company has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Delaware, with the corporate power and authority to own or lease its properties and to conduct its business as described in the Shelf Registration Statement; and the Company is duly qualified to do business and in good standing as a foreign corporation in all other jurisdictions where its ownership or leasing of properties or the conduct of its business requires such qualification, except where the failure to be duly qualified or to be in good standing would not have a material adverse effect on the Company and its subsidiaries considered as a whole; (kii) cooperate with Purchasers and Such counsel has been advised by the managing underwriter (if any) to facilitate Commission that the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold Shelf Registration Statement became effective under the Registration Statement, 1933 Act as of the date and enable such securities to be time specified in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available opinion, and, to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply best of such certificates; (l) in the event of any underwritten public offeringcounsel's knowledge, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any no stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Shelf Registration Statement has been issued by the Commission and no proceeding for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly that purpose is pending or threatened by the withdrawal of such orderCommission; (oiii) immediately notify Purchasers At the time the Shelf Registration Statement became effective and at the date of such opinion, the Shelf Registration Statement (other than the financial statements, financial statement schedules and other financial and statistical data included or incorporated by reference therein, as to which no opinion need be rendered and that no opinion need be rendered with respect to the incorporated documents complying as to form to the 1934 Act.) appeared on its face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the regulations thereunder; (iv) Xx. Xxxxxx, as Trustee, is the duly authorized Trustee for the Trust and in such capacity as Trustee, has full power and authority to enter into the Securities Loan Agreement and to perform any time obligations thereunder and to lend the shares of Company Common Stock held by the Trust in accordance with the terms of this Agreement; (v) Each document filed pursuant to the 1934 Act (other than the financial statements and supporting schedules included therein, as to which no opinion need be rendered) that was incorporated by reference into the Shelf Registration Statement when it was declared effective on its face is appropriately responsive in all material respects to the requirements of the 1934 Act and the regulations thereunder; (vi) Each of the Company's subsidiaries has been duly organized and is validly existing and in good standing as a prospectus relating thereto corporation under the laws of its jurisdiction of organization, with the corporate power and authority to own or lease its properties and to conduct its businesses as described in the Shelf Registration Statement; and each of the Company's subsidiaries is duly qualified to do business and in good standing as a foreign corporation in all jurisdictions where its ownership or leasing of properties or the conduct of its business requires such qualification, except where the failure to be duly qualified or to be in good standing would not have a material adverse effect on the Company and its subsidiaries considered as a whole; (vii) To the best of such counsel's knowledge, there are no legal or governmental proceedings pending or threatened to which the Company or any subsidiary is a party or of which any property of the Company is the subject, which individually or in the aggregate are material; and to the best of such counsel's knowledge no such proceedings are threatened by governmental authorities or others; (viii) The information in the Company's most recent Annual Report on Form 10-K under the caption "Business--Legal Proceedings", to the extent that it purports to summarize matters of law or legal conclusions, has been reviewed by such counsel and fairly summarizes the matters described therein in all material respects; (ix) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, except such as may be required by the securities or Blue Sky laws of any jurisdiction; (x) The descriptions in the Shelf Registration Statement of statutes, legal and governmental proceedings or contracts and other documents are fair summaries thereof and fairly present the information required to be delivered under shown; and such counsel does not know of any statutes or legal or governmental proceedings required to be described in the Securities Act Shelf Registration Statement that are not so described; (xi) The Company has corporate power and authority to enter into this Agreement; and (xii) This Agreement has been duly authorized by all necessary corporate action on the part of the happening Company and has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Borrower, is a valid and binding agreement of any event the Company enforceable in accordance with its respective terms, except insofar as a result the indemnification, contribution and waiver provisions thereof may be limited by applicable law, equitable principles or public policy and except with respect to all such agreements, as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by general equitable principles. In addition, such counsel shall state that such counsel has participated in conferences with officials and other representatives of the Company and the independent certified public accountants of the Company, at which such conferences the prospectus included contents of the Shelf Registration Statement and the Prospectus and related matters were discussed, and although they have not verified the accuracy or completeness of the statements contained in the Shelf Registration StatementStatement and the Prospectus, as then in effectnothing has come to the attention of such counsel which leads them to believe that the Shelf Registration, includes an at the time it became effective, contained any untrue statement of a material fact or omits omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel will express no opinion with respect to the financial statements, including supporting schedules and at other financial and statistical information derived therefrom). (2) A certificate of the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to Company, signed by the Chief Executive Officer, President or an amendment Executive Vice President of the Company and the chief financial or chief accounting officer of the Company, dated as of the effective date of the Shelf Registration Statement, to the effect that (i) from the date of the most recent financial information filed with the Commission as of such prospectuseffective date of the Shelf Registration Statement there has been no material adverse change in the condition, financial or otherwise, or a revised prospectusin the earnings, business affairs or business prospects of the Company or its subsidiaries, considered as one enterprise, (ii) the 1934 Act documents, as may be necessary so that, as thereafter delivered amended or supplemented to the purchasers date of such securitiescertificate, such prospectus shall do not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in the light of the circumstances under which they were made made, not misleading and (following receipt iii) no stop order suspending the effectiveness of the Shelf Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the Commission. (3) A letter from Coopers & Xxxxxxx, in form and substances satisfactory to Borrower, to the effect that: (i) they are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the 1933 Act and the Rules and Regulations thereunder; (ii) it is their opinion that the financial statements and supporting schedules included in or incorporated by reference in the Shelf Registration Statement as of the time it became effective and covered by their opinions therein complied as to form in all material respects with the applicable accounting requirements of the 1933 Act and the regulations thereunder; (iii) based on limited procedures set forth in detail in such letter, nothing has come to their attention which causes them to believe that (A) any supplement unaudited financial statement included in or amendment incorporated by reference in the Shelf Registration Statement as of the time it became effective does not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the regulations thereunder or are not presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in or incorporated by reference in the Shelf Registration Statement as of the time it became effective, (B) at a specified date not more than five days prior to the date of effectiveness of the Shelf Registration Statement, there has been any prospectuschange in the capital stock of the Company or any increase in the consolidated long-term debt of the Company and its subsidiaries or any decrease in consolidated net current assets or net assets as compared with the amounts shown in the most recent balance sheet included in or incorporated by reference in the Shelf Registration Statement as of the time it became effective or (C) during the period from the most recent balance sheet included in or incorporated by reference in the Shelf Registration Statement as of the time it became effective to a specified date not more than five days prior to the date of effectiveness of the Shelf Registration Statement, Purchasers shall deliver such amendedthere were any decreases, supplemental as compared with the corresponding period in the preceding year, in sales, net income or revised prospectus net income per share of the Company and its subsidiaries, except in connection with any offers all instances for changes, increases or sales of Registrable Stock, and shall not deliver decreases which the Shelf Registration Statement or use any prospectus not so supplemented, amended the documents or revised)reports incorporated by reference therein disclose have occurred or may occur; and (piv) take all in addition to the examination referred to in their opinions and the limited procedures referred to in clause (iii) above, they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information from documents or reports which are included in or incorporated by reference in the Shelf Registration Statement as of the time it became effective and have found such amounts, percentages and financial information to be in agreement with the relevant accounting, financial and other actions records of the Company and its subsidiaries identified in such letter. (b) Upon the date the Shelf Registration Statement is declared effective, the favorable opinion of Shearman & Sterling, counsel for Borrower, with respect to such matters as are reasonably necessary in order Borrower may request, shall be delivered. (c) Upon request by Borrower following the filing by the Company of its Annual Report on Form 10-K or any post-effective amendment to facilitate the disposition Shelf Registration Statement or supplement to the Prospectus (as contemplated by Section 2(h) above), the Company shall deliver to Borrower an opinion of counsel (who need not be outside counsel) to the effect of Section 4(a)(1) above, an officer's certificate to the effect of Section 4(a)(2) above and an accountant's letter to the effect of Section 4(a)(3) above; provided, however, that such opinion, certificate or accountant's letter, as the case may be, shall (i) speak of the Shelf Registration Statement as amended by such filing and (ii) with respect to statements referencing the time of effectiveness of the Shelf Registration Statement, shall reference the Shelf Registration Statement both at the time of effectiveness and at the time of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Lawssubsequent filing.

Obligations of the Company. Subject If and whenever the Company is required by the provisions of this Agreement to Sections 2(c) and 2(d) hereofuse all reasonable efforts to effect the registration of any of the Registrable Shares under the Securities Act, the Company shall: (a) 4.1 Prepare and file with the Commission a Registration Statement with respect to such Registrable Shares and use commercially its reasonable best efforts to cause such that Registration Statement to become and remain effective until the completion of the distribution; 4.2 As expeditiously as reasonably practicable, prepare and file with the Commission any amendments and supplements to remain continuously effective for a period that will terminate upon the earlier Registration Statement and the prospectus included in the Registration Statement as may be necessary to keep the Registration Statement effective, and comply with the provisions of (i) the date on which Securities Act with respect to the disposition of all securities covered by such Registrable Stock has been disposed Registration Statement; 4.3 As expeditiously as reasonably practicable, furnish to each selling Stockholder such reasonable numbers of pursuant to such effective copies of the Registration Statement, each amendment and supplement thereto, prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the selling Stockholder may reasonably request in order to facilitate the public sale or (b) other disposition of the date on which Registrable Shares owned by the selling Stockholder; 4.4 As expeditiously as reasonably practicable, use its best efforts to register or qualify the Registrable Shares covered by the Registration Statement under the securities or Blue Sky laws of such states as the selling Stockholders shall reasonably request, and do any and all other acts and things that may be necessary or desirable to enable the selling Stockholders to consummate the public sale or other disposition in such states of the Registrable Stock Shares owned by the selling Stockholder; provided, however, that the Company shall not be required in connection with this Section 4.4 to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction where it is sold not conducting business; 4.5 In the event of any underwritten public offering by a Person the Company in a transaction that is exempt from registration pursuant to Rule 144 Section 3 or a transaction that the Company agrees to undertake pursuant to Section 2.4, enter into and perform its obligations under an underwriting agreement, in which Purchasers’ rights usual and customary form, with the managing underwriter(s) of such offering. Each Stockholder participating in such underwriting shall also enter into and perform its obligations under this Agreement are not assignedsuch an agreement; (b) provide copies to and permit counsel designated 4.6 Promptly notify each selling Stockholder of Registrable Shares covered by the Purchasers to review each such Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereofStatement, and in any eventeach underwriter, within twenty-four (24) hours if any, after it shall receive notice thereof, of the time when such Registration Statement has been declared become effective or a such supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the 4.7 Promptly notify each selling Stockholder of Registrable Shares covered by such Registration Statement becomes effectiveStatement, notify Purchasers and each underwriter, if any, of any request by the SEC that Commission for the Company amend amending or supplementing of such Registration Statement or prospectus or for additional information; 4.8 Prepare and promptly file with the Commission, and promptly notify each selling Stockholder of Registrable Shares covered by such Registration Statement, and each underwriter, if any, of such amendment or supplement to such Registration Statement or prospectus, as then in effect, as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances in which they were made; 4.9 Promptly notify each selling Stockholder of Registrable Shares covered by such Registration Statement, and each underwriter, if any, after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the prospectus used in connection therewithinitiation or threatening of any proceeding for that purpose and promptly use all reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (e) prepare and file with the SEC such amendments and supplements to the 4.10 At any time when a Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to keep the Registration Statement is effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by the Registration Statement for the period required to effect the distribution of the Registrable Stock; (f) make available to each Purchaser such numbers of copies of a prospectus, including a preliminary prospectus, as required by under the Securities Act, promptly notify each selling Stockholder of Registrable Shares covered by such Registration Statement, and each underwriter, if any, of the happening of any event as a result of which the prospectus included in such other documents Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company shall promptly prepare a supplement or amendment to such Purchaser may reasonably request prospectus so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in order to facilitate their disposition the light of its Registrable Stockthe circumstances then existing; (g) use 4.11 Use its commercially reasonable best efforts to register and qualify the Registrable Stock under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by Purchaser; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make availablefurnish, on the date that shares of such Registrable Stock Shares are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, if any, and to each selling Stockholder of Registrable Shares covered by such Registration Statement and (ii) a copy of a letter dated as of such date, from the independent registered public accountants of the Company, in form and substance as is customarily given by independent registered public accountants to underwriters in an underwritten public offering, offering addressed to the underwritersunderwriters and to each selling Stockholder of Registrable Shares covered by such Registration Statement; provided, however, that if the Company decides not to proceed with an offering, the Company’s obligations under this Subsection 4.11 shall not apply; 4.12 If the Company has delivered preliminary or final prospectuses to the selling Stockholders and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the selling Stockholders and, if requested, the selling Stockholders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Company. The Company shall promptly provide the selling Stockholders with revised prospectuses and, following receipt of the revised prospectuses, the selling Stockholders shall be free to resume making offers of the Registrable Shares; 4.13 Provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares not later than the effective date of such registration; 4.14 Apply for listing and list the Registrable Shares being registered on all securities exchanges (kincluding any “national securities exchange” as defined in the Exchange Act) cooperate with Purchasers on which securities (a) of the class being registered or (b) convertible into or exchangeable or exercisable for securities of such class are then listed; 4.15 Keep Stockholders’ counsel advised as to the initiation and progress of any registration under Sections 2 and 3 hereof; 4.16 Permit any Stockholder to review drafts of such registration statement and to comment on and furnish to the managing underwriter (if any) Company in writing for insertion therein material relating to facilitate the timely preparation such Stockholder and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities Stockholder’s Registrable Shares to be registered thereunder which, in the reasonable judgment of such denominations Stockholder and registered in such names as Purchasers or its counsel, should be included therein; and 4.17 Comply with all applicable rules and regulations of the managing underwriter (if any) may request and keep available Commission, and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each casesecurity holders, as necessary or advisable to verify soon as reasonably practicable but no later than 15 months after the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness effective date of the Registration Statement, or an earnings statement covering a period of any order suspending or preventing 12 months beginning after the use effective date of any related prospectus or suspending the qualification registration statement, in a manner which satisfies the provisions of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal Section 11(a) of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); and (p) take all such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities LawsRule 158 thereunder.

Obligations of the Company. Subject In addition to Sections 2(c) and 2(d) hereofthe other obligations of the Company set forth in this Agreement, the Company shall: (a) use commercially reasonable efforts not less than five (5) Business Days prior to cause the filing of a Registration Statement and not less than three (3) Business Days prior to the filing of any related Prospectus or any amendment or supplement thereto (except for annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any similar or successor reports, including any proxy statements under the Exchange Act (collectively, the “SEC Reports”)), the Company shall furnish to the Holders (or, in lieu thereof, the Holders’ counsel described in Section 2.3(b), if any) copies of such Registration Statement Statement, Prospectus or amendment or supplement thereto, as proposed to become effective and to remain continuously effective for a period be filed; provided, however, that will terminate upon the earlier of (i) the date Company shall not be required to furnish to the Holders any prospectus supplement being prepared and filed solely to name new or additional selling securityholders unless such Holders are named in such prospectus supplement, (ii) in the event that any Registration Statement is on Form S-1 (or other form which all does not permit incorporation by reference), the Company shall not be required to furnish to the Holders any prospectus supplement that does not contain substantive information other than information included in an SEC Report that would be incorporated by reference in such Registrable Stock Registration Statement if such Registration Statement were on Form S-3 (or other form which permits incorporation by reference); provided that, if for any reason Rule 172 is becomes unavailable, such prospectus supplements shall be furnished by the Company, and (iii) after it has been disposed filed with the SEC, the Company shall furnish a copy of pursuant the Initial Registration Statement to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assignedany Holder upon written request; (b) provide copies permit a single firm of counsel (which such counsel shall be confirmed to and permit counsel the Company in writing) designated by the Purchasers Holders of a majority-in-interest of the Registrable Securities covered by a Registration Statement to review each such Registration Statement and all amendments and supplements thereto no fewer than five (5) days within a reasonable period of time prior to their the filing with thereof (but only to the SEC extent any such amendment or supplement is required to be furnished to the Holders pursuant Section 2.3(a) above), and not file use reasonable best efforts to reflect in such documents any document to which comments as such counsel may reasonably objectspropose; (c) notify Purchaserssubject to Section 2.4(a), promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC such amendments and supplements to the a Registration Statement and the prospectus Prospectus used in connection therewith with such Registration Statement as may be reasonably necessary to keep the such Registration Statement effective and to comply in compliance with the provisions requirements of the Securities Act and the rules and regulations promulgated thereunder and current, effective and free from any material misstatement or omission to state a material fact during the Effectiveness Period; (d) furnish to any Holder with respect to the disposition of all Registrable Stock covered by the Securities registered under a Registration Statement for the period required to effect the distribution of the Registrable Stock; (f) make available to each Purchaser such numbers number of copies of a prospectussuch Registration Statement, including a Prospectuses and preliminary prospectus, as required by prospectuses in conformity with the requirements of the Securities Act, Act and the rules and regulations promulgated thereunder and such other documents as such Purchaser the Holder may reasonably request request, in order to facilitate their the public sale or other disposition of its all or any of the Registrable StockSecurities by the Holder; (ge) use its commercially reasonable best efforts to register and qualify the Registrable Stock Securities covered by a Registration Statement under such other securities or blue-blue sky laws of such jurisdictions as shall be reasonably requested by Purchaserthe Holders; provided, however, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company state or jurisdiction in which it is already subject to service in such jurisdiction and except as may be required by the Securities Actnot now qualified or has not consented; (hf) use its commercially reasonable efforts notify the Holders in writing as promptly as reasonably possible (and, in the case of (i)(A) below, not less than three (3) Business Days prior to cause all such Registrable Stock filing): (i)(A) when a Prospectus or any prospectus supplement (but only to the extent notice is required under Section 2.3(a) above) or post-effective amendment to a Registration Statement is proposed to be listed on a national securities exchange or trading system and each securities exchange and trading system filed, (if anyB) on which similar securities issued by when the SEC notifies the Company are then listed; (i) provide whether there will be a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date “review” of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence whenever the SEC comments in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in writing on such Registration Statement (in which case the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders, but not information which the Company reasonably believes would constitute material non-public information) and (C) with respect to each Registration Statement or any post-effective amendment, when the same has been declared effective; (ii) of any request by the release of such Records is ordered pursuant SEC or any other Governmental Authority for amendments or supplements to a subpoena Registration Statement or other order from a court of competent jurisdiction Prospectus or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; additional information; (niii) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registration Statement, Registrable Securities or the initiation of any order suspending or preventing Legal Proceeding for that purpose; (iv) of the use receipt by the Company of any related prospectus notification with respect to the suspension of the qualification or suspending the exemption from qualification of any of the Registrable Stock included in such Registration Statement Securities for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly or the withdrawal initiation or threatening of any Legal Proceeding for such order; purpose; (ov) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening occurrence of any event as or passage of time that makes the financial statements included or incorporated by reference in a result of which the prospectus included Registration Statement ineligible for inclusion or incorporation by reference therein or any statement made in the such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as then in effectthe case may be, includes an it will not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading; and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided, that each Holder shall agree to keep any and at all of such information confidential until such information otherwise becomes public; provided, further, that notwithstanding each Holder’s agreement to keep such information confidential, each such Holder makes no acknowledgement that any such information is material non-public information; (g) following the request occurrence of Purchasers any event contemplated by Section 2.3(f)(v), as promptly as reasonably possible, prepare and make available a supplement or amendment, including a post-effective amendment, to Purchasers a reasonable number of copies of the affected Registration Statement or a supplement to the related Prospectus or an amendment of such prospectusany document incorporated or deemed to be incorporated therein by reference, or a revised prospectus, as may be necessary and file any other required document so that, as thereafter delivered to the purchasers of such securitiesdelivered, such prospectus shall not include no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made made) not misleading and provide to each Holder such number of copies as may be reasonably requested of the Prospectus as so amended or supplemented; (following receipt h) use its reasonable best efforts to cause all such Registrable Securities registered pursuant to this Section 2 to be listed on each securities exchange and trading system on which the Ordinary Shares are then listed; (i) use its reasonable best efforts to prevent the issuance of any stop order by the SEC suspending the effectiveness of a Registration Statement or to promptly obtain its withdrawal if such stop order should be issued; (j) comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement, including without limitation, Rule 172 under the Securities Act; file any preliminary or final prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the Securities Act; promptly inform the Holders in writing if, at any prospectustime during the period of effectiveness of a Registration Statement, Purchasers shall deliver such amendedthe Company does not satisfy the conditions specified in Rule 172 and, supplemental or revised as a result thereof, the Holders are required to make available a prospectus in connection with any offers disposition of the Registrable Securities; and take such other actions as may be necessary to facilitate the registration of the Registrable Securities hereunder; (k) use its reasonable best efforts to avoid the issuance of or, if issued, promptly obtain the withdrawal of any suspension of the qualification (or sales exemption from qualification) of any of the Registrable StockSecurities for sale in any jurisdiction; (l) at any time after the filing of the Initial Registration Statement and throughout the Effectiveness Period, make available, upon written request, at reasonable times at the Company’s principal place of business or such other reasonable place for inspection by the Holders who shall certify to the Company that they have a current intention to sell Registrable Securities pursuant to a Registration Statement, the Holders’ counsel described in Section 2.3(b) and any underwriter(s) of a Permitted Underwritten Offering and counsel for such underwriter(s), such financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary, in their reasonable belief, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to agree in writing pursuant to a customary confidentiality agreement to maintain in confidence and not deliver to disclose to any other person any information or use records designated by the Company as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in a Registration Statement or otherwise) or (B) such person shall be required to disclose such information pursuant to a subpoena or order of any prospectus not so supplementedcourt or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, amended or revisedand only after such person shall have given the Company prompt prior written notice of such requirement to allow the Company at its expense to undertake appropriate action to prevent disclosure of the information designated as confidential by the Company); and (pm) take all such other actions as are reasonably necessary in order cooperate with the Holders to facilitate the disposition timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement (or electronic book entries in lieu thereof), which certificates shall be free, to the extent permitted by law, of all restrictive legends, and to enable such Registrable Stock, including using commercially reasonable efforts Securities to comply with all Applicable Securities Lawsbe in such denominations and registered in such names as any such Holders may reasonably request.

Obligations of the Company. Subject to Sections 2(c) and 2(d) hereofIn connection with the Company’s obligations hereunder, the Company shall, as expeditiously as reasonably possible: (a) prepare and file with the Commission a registration statement with respect to the Registrable Securities and use commercially reasonable efforts to cause such Registration Statement registration statement to become effective and, unless the Holders of a majority of the Registrable Securities registered thereunder notify the Company otherwise, to keep such registration statement effective until the distribution contemplated in the registration statement has been completed; provided, that, the Company shall furnish, at least five (5) Business Days before filing such registration statement, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to counsel selected by the Requisite Holders (the “Holder’s Counsel”), copies of all such documents proposed to be filed for such counsel’s review and comment (it being understood that such five (5) Business Day period need not apply to remain continuously effective for successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that will terminate upon is customary and reasonable under the earlier of (icircumstances) the date on which all and not file any such Registrable Stock has been disposed of pursuant to such effective Registration Statementregistration statement, prospectus or (b) the date on which all such Registrable Stock is sold by a Person amendment or supplement thereto in a transaction that is exempt from registration pursuant form to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assignedHolder’s Counsel reasonably objects; (b) provide copies subject to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchaserslast paragraph of this Section 7.5, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith with such registration statement as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by the Registration Statement for the period required to effect the distribution of the Registrable Stocksuch registration statement; (fc) make available notify in writing the Holder’s Counsel promptly (x) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (y) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation of any action threatening any proceeding for that purpose and (z) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation of any action threatening the qualification of such Warrant and/or Registrable Securities for sale in any jurisdiction; (d) furnish to each Purchaser Holder of Registrable Securities covered by such registration such numbers of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the requirements of the Securities Act, Act and such other documents as such Purchaser Holder may reasonably request in order to facilitate their the disposition of its the Registrable StockSecurities owned thereby; (ge) use its commercially reasonable best efforts to register and and/or to qualify the Registrable Stock securities covered by such registration statement under such other securities or blue-blue sky laws of such jurisdictions as may be required for the Holder to sell securities under the registration statement or as shall be reasonably requested by Purchaserthe Holders; provided, however, that the Company shall not be required in connection therewith or as a condition thereto (x) to qualify to do business in any such states or jurisdictions, (y) to file a general consent to service of process in any jurisdiction, unless the Company is already such states or jurisdictions or (z) to subject itself to service taxation in any such jurisdiction and except as may be required by the Securities Actstates or jurisdictions; (hf) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and notify each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares Holder of Registrable Stock are delivered to the underwriters for sale, if Securities covered by such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were madethen existing and, and at the request of Purchasers promptly such Holder, prepare and make available furnish to Purchasers such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary prospectus so that, as thereafter delivered to the purchasers any offeree of such securitiesshares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under then existing; (g) provide a transfer agent and registrar (which they were made may be the same entity and which may be the Company) for such Registrable Securities; (following receipt of any supplement h) use reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use reasonable best efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised)the NASDAQ Stock Market; and (pi) subject to all of the other provisions of this Warrant, use reasonable best efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby. The Company may suspend the use of a prospectus included in any registration statement filed pursuant to this Section 8 if the Company is then in possession of material, non-public information, the disclosure of which the Board has reasonably determined in good faith would have a Material Adverse Effect upon the Company. The Company shall promptly notify all Holders of Registrable Securities covered by such other actions as are reasonably necessary in order to facilitate registration of any such determination by the disposition Board and, upon receipt of such Registrable Stocknotice, including using commercially each such Holder shall immediately discontinue any sales of securities pursuant to such registration statement. Upon such suspension, the Company shall take all reasonable steps to cause the condition that caused such suspension to cease to exist as soon as practicable (but such efforts need not include the abandonment of any proposed transaction). The Company hereby agrees that no such suspension shall last more than forty-five (45) days without the prior written consent of the Requisite Holders, provided that such right to comply with all Applicable Securities Lawssuspension shall be exercised by the Company not more than twice in any twelve (12)-month period.

Obligations of the Company. Subject In the Mandatory Registration and whenever required to Sections 2(c) and 2(d) hereofeffect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Subject to Section 2.1(b) in the case of the Mandatory Registration, prepare and file with the SEC a registration statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with respect to such Registrable Securities and use commercially reasonable its best efforts to cause such Registration Statement registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, and the Company shall in good faith consider any comments of such counsel). (b) Prepare and, within 60 days after the end of the period within which requests for registration have been given to remain continuously the Company, file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable best efforts to cause such registration statement to become effective (provided that, before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the holders of a majority of Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, and the Company shall in good faith consider any comments of such counsel), notify in writing each Holder of the effectiveness of each registration statement filed hereunder, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to one hundred and eighty (180) days or, if earlier, until the Holder or Holders have completed the distribution related thereto (or, in the case of a Shelf Registration, a period that will terminate upon ending on such date as is the earlier of (i) the date on which all such Registrable Stock has Securities included in the registration statement shall have been disposed of pursuant sold or shall have otherwise ceased to such effective Registration Statement, or be Registrable Securities and (bii) the date on which all such remaining Registrable Stock is Securities may be sold by a Person in a transaction that is exempt from registration during any ninety (90) day period without any restriction pursuant to Rule 144 or a transaction in which Purchasersunder the Securities Act, other than Rule 144(k), after taking into account any holders’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated status as an affiliate of the Company as determined by the Purchasers counsel to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior the Company pursuant to their filing with a written opinion letter addressed to the SEC and not file any document Company’s transfer agent to which such counsel reasonably objects;effect). (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare Prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith with such registration statement as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by the Registration Statement such registration statement for the period required to effect the distribution of the Registrable Stock;set forth in paragraph (a) above. (fd) make available Furnish to each Purchaser the Investors and Holders such numbers number of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the requirements of the Securities Act, and such other documents as such Purchaser they may reasonably request in order to facilitate their the disposition of its Registrable Stock;Securities owned by them. (ge) use Use its commercially reasonable efforts to register and qualify the Registrable Stock securities covered by such registration statement under such other securities or blue-sky Blue Sky laws of such jurisdictions as shall be reasonably requested by Purchaserthe Holders; provided, however, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdictionsuch states or jurisdictions. (f) In the event of any underwritten public offering, unless enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Investor and/or Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (g) Notify each Investor who holds, and each Holder of, Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of the holders of a majority of the Registrable Securities covered by such registration statement, the Company is already subject shall promptly prepare and furnish to service each such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in such jurisdiction and except as may be required by light of the Securities Act;circumstances under which they were made. (h) use Use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make availablefurnish, on the date that shares of such Registrable Stock Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated as of such date, from the independent registered public accountants of the Company, in form and substance as is customarily given by independent registered public accountants to underwriters in an underwritten public offering, offering addressed to the underwriters;. (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in In the event of the issuance of any stop order suspending the effectiveness of the Registration Statementa registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock equity securities included in such Registration Statement registration statement for sale in any jurisdiction, the Company shall use its commercially reasonable best efforts promptly to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); and (p) take all such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Laws.

Obligations of the Company. Subject Whenever the holders of Registrable Securities request the registration of any Registrable Securities pursuant to Sections 2(c) and 2(d) hereofthis Agreement, the Company shallshall use its best efforts to register and to permit the sale of the Registrable Securities in accordance with the intended method of disposition. To carry out this obligation, the Company shall as expeditiously as practicable: (a1) prepare and file with the SEC a registration statement on the appropriate form and use commercially reasonable efforts to cause such Registration Statement the registration statement to become effective effective. At least ten (10) days before filing a registration statement or prospectus or at least three (3) business days before filing any amendments or supplements thereto, the Company will furnish to the counsel of the holders of a majority of the Registrable Securities being registered copies of all documents proposed to be filed for that counsel's review and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on approval, which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, approval shall not be unreasonably withheld or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigneddelayed; (b2) provide copies to and permit counsel designated immediately notify each seller of Registrable Securities of any stop order threatened or issued by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document take all actions reasonably required to which such counsel reasonably objectsprevent the entry of a stop order or if entered to have it rescinded or otherwise removed; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e3) prepare and file with the SEC such amendments and supplements to the Registration Statement registration statement and the corresponding prospectus used in connection therewith as may be reasonably necessary to keep the Registration Statement registration statement effective for 180 days or such shorter period as may be required to sell all Registrable Securities covered by the registration statement; and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by the Registration Statement for registration statement during each period in accordance with the period required to effect sellers' intended methods of disposition as set forth in the distribution of the Registrable Stockregistration statement; (f4) make available furnish to each Purchaser such numbers seller of Registrable Securities a sufficient number of copies of a prospectusthe registration statement, each amendment and supplement thereto (in each case including a all exhibits), the corresponding prospectus (including each preliminary prospectus, as required by the Securities Act), and such other documents as such Purchaser a seller may reasonably request in order to facilitate their the disposition of its the seller's Registrable StockSecurities; (g5) use its commercially reasonable best efforts to register and or qualify the Registrable Stock Securities under such other securities or blue-blue sky laws of jurisdictions in the United States of America as any seller requests and do any and all other reasonable acts and things that may be necessary or advisable to enable the seller to consummate the disposition of the seller's Registrable Securities in such jurisdictions as shall be reasonably requested by Purchaserjurisdiction; provided, however, that the Company shall not be required in connection therewith or obligated to qualify as a condition thereto to qualify foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file a any general consent to service of process in process; (6) notify each seller of Registrable Securities, at any jurisdiction, unless the Company time when a prospectus is already subject required to service in such jurisdiction and except as may be required by delivered under the Securities Act, of any event as a result of which the prospectus or any document incorporated therein by reference contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which such statements were made, and prepare a supplement or amendment to the prospectus or any such document incorporated therein so that thereafter the prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which such statements were made; (h7) use its commercially reasonable efforts to cause all such registered Registrable Stock Securities to be listed on a national securities exchange or trading system and each securities exchange and trading system (exchange, if any) , on which similar securities issued by the Company are then listed; (i) 8) provide a an institutional transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than Securities on or before the effective date of the Registration Statementregistration statement; (j9) use its commercially reasonable efforts to make available, on enter into such customary agreements (including an underwriting agreement in customary form) and take all other actions in connection with those agreements as the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, holders of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to Registrable Securities being registered or the underwriters, and (ii) a letter dated as of such dateif any, from reasonably request to expedite or facilitate the independent public accountants disposition of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwritersRegistrable Securities; (k10) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) seller of Registrable Securities, any underwriter participating in any disposition pursuant to the Registration Statementregistration statement, and any attorney or accountant attorney, accountant, or other agent retained by of any such seller or underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”)the Company, and cause the Company’s 's officers, directors, directors and employees and independent accountants to supply all information reasonably requested by any seller, underwriter, attorney, accountant, or other agent in connection with the registration statement; provided that an appropriate and customary confidentiality agreement is executed by any such seller, underwriter, attorney, accountant or other agent; (11) in connection with any underwritten offering, obtain a "comfort" letter from the Company's independent public accountants in each casecustomary form and covering those matters customarily covered by "comfort" letters as the holders of Registrable Securities being registered or the managing underwriter reasonably requests (and, as necessary or advisable if the Company is able after using commercially reasonable efforts, the letter shall be addressed to verify the accuracy holders of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; providedRegistrable Securities, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidentialunderwriters); (n12) in connection with any underwritten offering, furnish, at the request of any holder of Registrable Securities being registered or underwriter(s) of the offering, an opinion of counsel representing the Company for the purposes of the registration, in the form and substance customarily given to underwriters in an underwritten public offering and reasonably satisfactory to counsel representing the holders of Registrable Securities being registered and the underwriter(s) of the offering, addressed to the underwriters and to the holders of the Registrable Securities being registered; (13) use commercially reasonable its best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event comply with all applicable rules and regulations of the issuance SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement complying with the provisions of any stop order suspending Section 11(a) of the effectiveness Securities Act and covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month after the effective date of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o14) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection cooperate with any offers or sales each seller of Registrable Stock, Securities and shall not deliver or use any prospectus not so supplemented, amended or revised); and (p) take all such other actions as are reasonably necessary each underwriter participating in order to facilitate the disposition of such Registrable Stock, including using commercially reasonable efforts Securities and their respective counsel in connection with any filings required to comply be made with the NASD; and (15) take all Applicable other steps reasonably necessary to effect the registration of the Registrable Securities Lawscontemplated hereby.

Obligations of the Company. Subject to Sections 2(c) and 2(d) hereofIn connection with the registration of the Purchaser Shares, the Company shallshall do each of the following: (a) use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare Prepare and file with the SEC Commission the Registration Statement required by Section 2 of this Agreement and such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus prospectuses used in connection therewith with the Registration Statement, each in such form as to which the Purchaser and its counsel shall not have objected, as may be reasonably necessary to keep the Registration Statement effective and to at all times during the Registration Period, and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock of the Purchaser Shares covered by the Registration Statement for until such time as all of such Purchaser Shares have been disposed of in accordance with the period required to effect intended methods of disposition by the distribution of seller or sellers thereof as set forth in the Registrable StockRegistration Statement; (fb) make available Furnish to the Purchaser, promptly after the Registration Statement is prepared and publicly distributed, filed with the Commission, or received by the Company, a copy of the Registration Statement, each Purchaser such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Acteach final prospectus, and all amendments and supplements thereto and such other documents as such the Purchaser may reasonably request in order to facilitate their the disposition of its Registrable StockPurchaser Shares; (gc) use its commercially reasonable Use all best efforts to (i) register and qualify the Registrable Stock Purchaser Shares covered by the Registration Statement under such other securities or blue-blue sky laws of such jurisdictions as shall be the Purchaser may reasonably requested by Purchaserrequest; provided, however, that the Company shall not be required (ii) prepare and file in connection therewith or as a condition thereto those jurisdictions such amendments (including post-effective amendments) and supplements to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction registrations and except qualifications as may be required by necessary to maintain the Securities Acteffectiveness thereof at all times during the Registration Period; and (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period; (hd) use its commercially reasonable efforts to cause all As promptly as practicable after becoming aware of such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by event, notify the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date Purchaser of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening occurrence of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in light of the circumstances under which they were made, not misleading, and to use its best efforts to promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the Commission to correct such untrue statement or omission, and to deliver a number of copies of such supplement or amendment to the Purchaser as the Purchaser may reasonably request; (e) As promptly as practicable after becoming aware of such event, notify the Purchaser who holds Purchaser Shares being sold (or, in the event of an underwritten offering, the underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time, and to use its best efforts to promptly obtain the withdrawal of such stop order or other suspension of effectiveness; (f) If the offering is underwritten, at the request of Purchasers promptly prepare and make available the Purchaser, to Purchasers a reasonable number furnish on the date that Purchaser Shares are delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of copies of a supplement to or an amendment counsel representing the Company for the purposes of such registration, addressed to the underwriters and to any Purchaser selling Purchaser Shares in connection with such underwriting, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act and (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial data contained therein); and (ii) a letter dated such date from the Company's independent public accountants addressed to the underwriters and to the Purchaser, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or a revised prospectusany amendment or supplement thereof, comply as may be necessary so thatto form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as thereafter delivered to the purchasers period ending no more than five (5) business days prior to the date of such securities, letter) with respect to such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver registration as such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised)underwriters may reasonably request; and (pg) take all such other actions as are reasonably necessary in order Cooperate with the Purchaser to facilitate the disposition timely preparation and delivery of certificates for the Purchaser Shares to be offered pursuant to the Registration Statement and to enable such Registrable Stockcertificates for the Purchaser Shares to be in such denominations or amounts, including using commercially reasonable efforts to comply with all Applicable Securities Lawsas the case may be, as the Purchaser may reasonably request, and registered in such names as the Purchaser may request.

Obligations of the Company. Subject Whenever required under this Article III to Sections 2(c) and 2(d) hereofeffect the registration of any Registrable Securities, the Company shallshall (in addition to the requirements set forth in Section 3.1(e) with respect to the Shelf Registration Statement), as expeditiously as reasonably possible: (a) use commercially its reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by the Registration Statement for the period required to effect the distribution of the Registrable Stock; (f) make available to each Purchaser such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as such Purchaser may reasonably request in order to facilitate their disposition of its Registrable Stock; (g) use its commercially reasonable efforts to register and qualify the Registrable Stock under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by Purchaser; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Shelf Registration Statement, Statement or of any order preventing or suspending or preventing the use of any related preliminary or final prospectus or suspending and, if any such order is issued, to obtain the qualification withdrawal of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, order as soon as practicable; (b) use its commercially reasonable efforts to obtain promptly register or qualify, and cooperate with the withdrawal Holders of Registrable Securities covered by the Shelf Registration Statement and their respective counsel, in connection with the registration or qualification of such orderRegistrable Securities for offer and sale under the securities or “blue sky” laws of each state and other jurisdiction of the United States as any such Holder or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 3.1(a), as applicable; provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject; (oc) immediately notify Purchasers at the Holders of any time when a prospectus relating thereto is required to be delivered pending proceeding against the Company under Section 8A of the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus in connection with any offers or sales the offering of the Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); andSecurities. (pd) take comply with all such other actions as are reasonably necessary in order requirements of NASDAQ with regard to facilitate the disposition issuance of such Registrable Stock, including using commercially the Shares and use its reasonable efforts to comply list the Registrable Securities covered by the Shelf Registration Statement with NASDAQ or any securities exchange on which the Common Stock is then listed; (e) provide and cause to be maintained a transfer agent and registrar for all Applicable Registrable Securities Laws.covered by the Shelf Registration Statement from and after a date not later than the effective date of the Shelf Registration Statement;

Obligations of the Company. Subject Whenever required under Section 2 of this Agreement to Sections 2(c) and 2(d) hereofeffect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities within ninety (90) days of the Company’s receipt of the Demand (the “Filing Date”), which shall contain a “Plan of Distribution” in substantially the form attached hereto as Annex A, and use commercially reasonable commercial efforts to cause such Registration Statement registration statement to become effective and to remain continuously effective for a period that will terminate not later than the applicable Effectiveness Date, and, upon the earlier request of (i) the date on which all Holders of a majority of the Registrable Securities registered thereunder, keep such Registrable Stock registration statement effective until the distribution contemplated in the registration statement has been disposed of pursuant to such effective Registration Statement, completed or (b) the date on which all such Registrable Stock is Securities can be sold by a Person in a transaction that is exempt from registration without volume limitations pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assignedthe Act; (b) provide copies not less than three (3) Business Days prior to and permit counsel designated by the Purchasers to review each filing of a Registration Statement or any pre-effective or post-effective amendment thereto, furnish to the Holders’ Special Counsel by e-mail copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders’ Special Counsel (and all changes (if any) to correct appropriate information about the Holders). The Company shall not be required to file a Registration Statement or any pre-effective amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel the Holders of a majority of the Registrable Securities shall reasonably objects;object in good faith in writing. (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith with such registration statement as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by the Registration Statement for the period required to effect the distribution of the Registrable Stocksuch registration statement; (fd) make available furnish to each Purchaser the Holders such numbers number of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the Securities requirements of the Act, and such other documents as such Purchaser they may reasonably request in order to facilitate their the disposition of its the Registrable StockSecurities owned by them; (ge) notify the Holders promptly (and, if requested, confirm such advice in writing) (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective, and (ii) of the issuance by the SEC or any state securities commission of any stop order suspending the effectiveness of a registration statement; (f) use its commercially reasonable efforts to register and qualify the Registrable Stock securities covered by such registration statement under such other securities or blue-sky Blue Sky laws of such jurisdictions as shall be reasonably requested by Purchaser; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActHolders; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (lg) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form usual and substance as is customarily given by Company to underwriters in an underwritten public offeringcustomary form, with the underwriter(s) managing underwriter of such offering; (mh) upon execution notify each Holder of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection Registrable Securities covered by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under then existing; (i) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (j) cooperate with the Holders and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the Holders, and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereto; (k) deliver promptly to the Holders’ Special Counsel and each underwriter, if any, copies of all correspondence between the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the registration statement, other than those portions of any such memoranda which they were made (following contain information subject to attorney-client privilege with respect to the Company, and, upon receipt of such confidentiality agreements as the Company may reasonably request, make reasonably available for inspection by the Holders or their Special Counsel, by any supplement underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and any attorney, accountant or amendment other agent retained by any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to any prospectussupply all information reasonably requested by the Holders or their Special Counsel or such underwriter, Purchasers shall deliver such amendedattorney, supplemental accountant or revised prospectus agent in connection with such registration statement; (l) use commercially reasonable efforts to obtain the withdrawal of any offers or sales order suspending the effectiveness of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised)the registration statement; and (pm) take upon written request, furnish to the Holders without charge at least one conformed copy of the registration statement and any post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference). Notwithstanding the provisions of this Section 3, the Company shall be entitled to postpone or suspend, for a reasonable period of time and upon written notice to the Holders (a “Suspension Notice”), the filing, effectiveness or use of, or trading under, any registration statement if the Company shall determine that any such filing or the sale of any securities pursuant to such registration statement would in the good faith judgment of the Board of Directors of the Company: (A) materially impede, delay or interfere with any material pending or proposed financing, acquisition, corporate reorganization or other actions as similar transaction involving the Company for which the Board of Directors of the Company has authorized negotiations; (B) materially adversely impair the consummation of any pending or proposed material offering or sale of any class of securities by the Company; or (C) require disclosure of material nonpublic information that, if disclosed at such time, would be materially harmful to the interests of the Company and its stockholders; provided, however, that during any such period all executive officers and directors of the Company are reasonably necessary in order also prohibited from selling securities of the Company (or any security of any of the Company’s subsidiaries or affiliates). In the event of the suspension of effectiveness of any registration statement pursuant to facilitate this Section 3, the disposition applicable time period during which such registration statement is to remain effective shall be extended by that number of days equal to the number of days the effectiveness of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities Lawsregistration statement was suspended.

Obligations of the Company. Subject When the Company is required to Sections 2(c) effect the registration of Registrable Securities under the Securities Act pursuant to Section 2 of this Agreement, subject to Section 2.6 hereof (as applicable), the Company shall use its commercially reasonable efforts to effect the registration and 2(d) hereofsale of such Registrable Securities in accordance with the intended method of distribution thereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as practicable: (a) use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all such Registrable Stock has been disposed of pursuant to such effective Registration Statement, or (b) the date on which all such Registrable Stock is sold by a Person in a transaction that is exempt from registration pursuant to Rule 144 or a transaction in which Purchasers’ rights under this Agreement are not assigned; (b) provide copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (c) notify Purchasers, promptly after the Company receives notice thereof, and in any event, within twenty-four (24) hours thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) after the Registration Statement becomes effective, notify Purchasers of any request by the SEC that the Company amend or supplement such Registration Statement or the prospectus used in connection therewith; (e) prepare and file with the SEC Commission such amendments and supplements as to the Registration Statement and the prospectus Prospectus used in connection therewith as may be reasonably necessary (i) to keep the such Registration Statement effective and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Stock Securities covered by the such Registration Statement Statement, in each case for the period required to effect the distribution such time as is contemplated in Section 2.4 of the Registrable Stockthis Agreement; (fb) make available furnish, without charge, to each Purchaser Designated Holder selling Registrable Securities, prior to filing a Registration Statement, such numbers number of copies of a prospectusthe Registration Statement, each amendment and supplement thereto (in each case including a preliminary prospectusall exhibits, as required but excluding any documents to be incorporated by reference therein that are publicly available on the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”)), and the Prospectus included in such Registration Statement in conformity with the requirements of the Securities Act, and such other documents Act as such Purchaser the Designated Holder may reasonably request in order to facilitate their the public sale or other disposition of its the Registrable StockSecurities owned by such Designated Holder; (gc) promptly notify the Designated Holders: (i) when the Registration Statement, any pre-effective amendment, the Prospectus or any prospectus supplement related thereto or post-effective amendment to the Registration Statement has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any proceedings for that purpose, and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose; (d) promptly use its commercially reasonable efforts to register prevent the issuance of any order suspending the effectiveness of a Registration Statement, and, if any such order suspending the effectiveness of a Registration Statement is issued, shall promptly use commercially reasonable efforts to obtain the withdrawal of such order at the earliest possible moment; (e) use reasonable best efforts to cause all such Registrable Securities to be listed on the national securities exchange on which the Common Shares are then listed, if the listing of Registrable Securities is then permitted under the rules of such national securities exchange; provided, that, all applicable listing requirements are satisfied; and (f) if requested by a Designated Holder, incorporate in a prospectus supplement or post-effective amendment such information concerning such Designated Holder or the intended method of distribution as such Designated Holder reasonably requests to be included therein and qualify is reasonably necessary to permit the sale of the Registrable Stock under Securities pursuant to the Registration Statement, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other material terms of the offering of the Registrable Securities to be sold in such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by Purchaseroffering; provided, however, that the Company shall not be required in connection therewith or as a condition thereto obligated to qualify to do business in or to file a general consent to service of process include in any jurisdiction, unless the Company such prospectus supplement or post-effective amendment any requested information that is already subject to service in such jurisdiction and except as may be not required by the Securities Act; (h) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (i) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date rules of the Registration Statement; (j) use its commercially reasonable efforts to make available, on the date that shares of Registrable Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, Commission and is unreasonable in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (k) cooperate scope compared with Purchasers and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as Purchasers or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of the Registration Statement a supply of such certificates; (l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (m) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by any underwriter(s) participating in any disposition pursuant to the Registration Statement, and any attorney or accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents, and properties of Company (collectively, “Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies any underwriter are confidential shall not be disclosed by the underwriter unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Purchasers agree that information obtained by the underwriters as a result of such inspections shall be deemed confidential and shall not be used by the underwriters or its Affiliates as the basis for any market transactions in the Company’s securities unless and until such information is made generally available to the public, and further agree that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, Purchasers shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (n) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related most recent prospectus or suspending the qualification of any Registrable Stock included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (o) immediately notify Purchasers at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of Purchasers promptly prepare and make available to Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any prospectus, Purchasers shall deliver such amended, supplemental or revised prospectus used in connection with any offers a primary or sales secondary offering of Registrable Stock, and shall not deliver or use any prospectus not so supplemented, amended or revised); and (p) take all such other actions as are reasonably necessary in order to facilitate equity securities by the disposition of such Registrable Stock, including using commercially reasonable efforts to comply with all Applicable Securities LawsCompany.