Common use of Obligations of the Holder Clause in Contracts

Obligations of the Holder. a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement. c. 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) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).

Obligations of the Holder. a. (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of a each Registration Statement Statement, the Company Partnership shall notify each the Holder in writing of the information the Company Partnership requires from each such the Holder if such Holder elects with respect to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company Partnership to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular the Holder that such the Holder shall furnish in writing to the Company Partnership such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably be required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company Partnership may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each (b) The Holder, by such Holder's its acceptance of the Registrable Securities, agrees to cooperate with the Company Partnership as reasonably requested by the Company Partnership in connection with the preparation and filing of any each Registration Statement hereunder, unless such the Holder has notified the Company Partnership in writing of such the Holder's ’s election to exclude all of such the Holder's ’s Registrable Securities from such Registration Statement. c. Each (c) The Holder agrees that, upon receipt of any notice from the Company Partnership of the happening of any event of the kind described in Section 3(f3(g) or the first sentence of 3(e3(f), such the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such the Holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f3(g) or the first sentence of 3(eSection 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Partnership shall cause its transfer agent to deliver unlegended Common Units to a transferee of the Holder in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Partnership of the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f) and for which the Holder has not yet settled. (d) The Holder covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

Obligations of the Holder. a. (a) At least five seven (57) calendar days prior to the first anticipated filing date of a Registration Statement Statement, the Company shall notify each a Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's its Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement Article 6 with respect to the such Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale each case within seven (7) Business Days of Registrable Securities being notified by it pursuant to a Registration Statement, it shall comply with the "Plan Company of Distribution" section of the current prospectus relating to such Registration Statementits necessity. b. Each Holder, (b) A Holder by such Holder's its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's ’s election to exclude all of such Holder's ’s Registrable Securities from such Registration Statement. c. Each (c) A Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f6.6(g) or the first sentence of 3(eSection 6.6(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f6.6(g) or the first sentence of 3(e)Section 6.6(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Holder in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to such Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Section 6.6(g) or the first sentence of Section 6.6(f) and for which such Holder has not yet settled. (d) As promptly as practicable after becoming aware of such event, a Holder shall notify the Company in writing of the happening of any event as a result of which the information provided in writing by such Holder to the Company expressly for use in the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no separate written notification shall be required for any event disclosed by such Holder in a timely filing with the SEC relating to the Company’s securities.

Obligations of the Holder. a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement Statement, the Company shall notify each the Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such the Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular that the Holder that such Holder shall furnish in writing furnishes to the Company such that information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and the Holder shall execute such documents in connection with such registration as the Company may reasonably request. Each The Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "“Plan of Distribution" ” section of the current prospectus relating to such Registration Statement. b. Each The Holder, by such the Holder's ’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company thereby in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company hereunder and in writing of such Holder's election responding to exclude all of such Holder's Registrable Securities from such Registration StatementSEC comments in connection therewith. c. Each The 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 or the first sentence of Section 3(e)) hereof, such the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) hereof or the first sentence of Section 3(e)) hereof.

Obligations of the Holder. a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular the Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each The Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each The Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement. c. Each Holder x. Xxxxxx agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).

Obligations of the Holder. a. At least five (5a) calendar days prior to the first anticipated filing date In connection with any registration of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to Section 1.1 or 1.2, the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such in a timely manner all information regarding itself, itself and the distribution of such Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably may be required to be included in the Registration Statement and as the Company may from time to time reasonably request in order to effect the registration of such Registrable Securities Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each Holder, by such Holder's acceptance of the Registrable Securities, agrees to otherwise cooperate with the Company as to the extent reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless necessary to effect such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statementregistration. c. (b) Each Holder agrees thatagrees, that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(fparagraph (f) or of Article II hereof, the first sentence of 3(e), such Holder will immediately forthwith discontinue disposition of Registrable Securities pursuant to covered by any Registration Statement(s) covering such Registrable Securities Statement or Prospectus until such the Holder's receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3(fsuch paragraph (f), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in such Prospectus, and, if so directed by the Company, the Holder will deliver to the Company (at the Company's expense) or all copies, other than permanent file copies then in the first sentence Holder's possession, of 3(e)the Prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) If any Registrable Securities are to be sold in an underwritten offering, the Holder shall complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements (including customary indemnities by the selling stockholders) and other documents reasonably and customarily required under the terms of such underwriting arrangements.

Obligations of the Holder. a. At least five (5a) calendar days prior to the first anticipated filing date In connection with any registration of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to Section 1.1, the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such in a timely manner all information regarding itself, itself and the distribution of such Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably may be required to be included in the Registration Statement and as the Company may from time to time reasonably request in order to effect the registration of such Registrable Securities Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each Holder, by such Holder's acceptance of the Registrable Securities, agrees to otherwise cooperate with the Company as to the extent reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless necessary to effect such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statementregistration. c. Each (b) The Holder agrees thatagrees, that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(fparagraph (f) or of Article II hereof, the first sentence of 3(e), such Holder will immediately forthwith discontinue disposition of Registrable Securities pursuant to covered by any Registration Statement(s) covering such Registrable Securities Statement or Prospectus until such the Holder's ’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3(fsuch paragraph (f), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in such Prospectus, and, if so directed by the Company, the Holder will deliver to the Company (at the Company’s expense) or all copies, other than permanent file copies then in the first sentence Holder’s possession, of 3(e)the Prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) If any Registrable Securities are to be sold in an underwritten offering, the Holder shall complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements (including customary indemnities by the selling stockholders) and other documents reasonably and customarily required under the terms of such underwriting arrangements.

Obligations of the Holder. a. At least five (5a) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations obligation of the Company Trust to complete the registration pursuant to this Agreement with respect to register the Registrable Securities of a particular any Holder pursuant to Section 2.1 that such Holder shall furnish in writing to the Company Trust, upon request, such information regarding itself, the its Registrable Securities held by it and the intended method of disposition of the such Registrable Securities held by it as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Securities. (b) Each Holder covenants and agrees that, in connection with any resale of shall (i) offer to sell or otherwise distribute the Registrable Securities in reliance upon a registration contemplated by it pursuant to this Agreement only after a Registration Statement, it registration statement shall comply have been filed with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each HolderSEC, by such Holder's acceptance of (ii) sell or otherwise distribute the Registrable SecuritiesSecurities in reliance upon a registration only after a registration statement has been filed and declared effective under the Securities Act, agrees to cooperate with (iii) upon the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement. c. Each Holder agrees that, upon receipt of any notice from the Company Trust of the happening occurrence of any event of the kind described in Section 3(f2.2(f)(i)(B), (C) (but only with respect to the jurisdiction suspending qualification), (D) or the first sentence of 3(e(E), such Holder will immediately forthwith discontinue any offer and disposition of the Registrable Securities pursuant to any Registration Statement(s) the registration statement covering such Registrable Securities until such Holder's receipt of time as the Trust shall have remedied such event or prepared an appropriate amendment or supplement to the prospectus covering such Registrable Securities and, if so directed by the Trust, deliver to the Trust all copies of the supplemented defective prospectus covering such Registrable Securities that are then in such Holder's possession or amended prospectus control, (iv) distribute the Registrable Securities in reliance upon a registration contemplated by Section 3(fthis Agreement only in accordance with the manner of distribution contemplated by the prospectus and (v) report to the Trust distributions made by such Holder of Registrable Securities pursuant to the prospectus. (c) During any period that a registration statement filed pursuant to this Agreement shall remain effective, no Holder shall (i) effect any stabilization transactions or engage in any stabilization activity in connection with the first sentence Shares or other equity securities of 3(e)the Trust in contravention of Regulation M under the Exchange Act, or (ii) permit any "Affiliated Purchaser" (as that term is defined in Regulation M under the Exchange Act) to bid for or purchase for any account in which such Holder has a beneficial interest, or attempt to induce any other person to purchase, any Shares or other equity securities of the Trust in contravention of Regulation M under the Exchange Act. (d) If the Trust is issuing or selling equity securities to the public in an underwritten offering, and the managing underwriter or underwriters for such underwritten offering so request, the Holders shall refrain from effecting any public sale or distribution of Registrable Securities or any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, for a period commencing on the tenth (10th) day prior to the date such underwritten offering commences (such offering being deemed to commence for this purpose on the later of the effective date for the registration statement for such offering or, if applicable, the date of the prospectus supplement for such offering) and ending 90 days after such underwritten offering commences; provided that all officers and directors of the Trust and holders of at least five percent (5%) of the Trust's Shares enter into similar agreements and subject to any concession (such as early release from such lock-up) granted to any such officers, directors or holders.

Obligations of the Holder. a. At least five (5a) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such The Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify the Holder covenants and agrees that, of the information the Company requires from the Holder in connection with any resale the filing of the Registration Statement. The Company shall not be obligated to register the Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to Holder unless and until the Holder provides such Registration Statementinformation. b. Each (b) The Holder, by such Holder's its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless such the Holder has notified the Company in writing of such Holder's its election to exclude all of such Holder's its Registrable Securities from such Registration Statement. c. Each (c) The Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of pursuant to Section 3(h) hereof, the kind described in Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Holder is advised by the Company that such Holder's receipt dispositions may again be made. (d) Holder covenants and agrees that it will comply with any applicable prospectus delivery requirements of the copies 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a Registration Statement. (e) Holder covenants and agrees that it will notify the supplemented or amended prospectus contemplated by Section 3(f) or Company in writing promptly following a Transfer of Registrable Securities that results in the first sentence of 3(e)Holder no longer holding any Registrable Securities.

Obligations of the Holder. a. At least five (5a) calendar days prior to the first anticipated filing date In connection with any registration of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to Section 1.1, 1.2 or 1.3, the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such in a timely manner all information regarding itself, itself and the distribution of such Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably may be required to be included in the Registration Statement and as the Company may from time to time reasonably request in order to effect the registration of such Registrable Securities Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each Holder, by such Holder's acceptance of the Registrable Securities, agrees to otherwise cooperate with the Company as to the extent reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless necessary to effect such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statementregistration. c. (b) Each Holder agrees thatagrees, that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(fparagraph (f) or of Article II hereof, the first sentence of 3(e), such Holder will immediately forthwith discontinue disposition of Registrable Securities pursuant to covered by any Registration Statement(s) covering such Registrable Securities Statement or Prospectus until such the Holder's ’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3(fsuch paragraph (f), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in such Prospectus, and, if so directed by the Company, the Holder will deliver to the Company (at the Company’s expense) or all copies, other than permanent file copies then in the first sentence Holder’s possession, of 3(e)the Prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) If any Registrable Securities are to be sold in an underwritten offering, the Holder shall complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements (including customary indemnities by the selling stockholders) and other documents reasonably and customarily required under the terms of such underwriting arrangements.

Obligations of the Holder. a. (a) At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each the Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's ’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale sale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "“Plan of Distribution" ” section of the current prospectus relating to such Registration Statement. b. Each (b) The Holder, by such Holder's ’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's ’s election to exclude all of such Holder's ’s Registrable Securities from such Registration Statement. c. Each (c) The Holder agrees that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).

Obligations of the Holder. a. At least five (5) calendar days prior to In connection with the first anticipated filing date registration of a Registration Statement the Company shall notify Registrable Securities, each Holder in writing of shall have the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale At least five (5) business days prior to the first anticipated filing date of Registrable Securities by it pursuant to a Registration Statement, it the Company shall comply with the "Plan of Distribution" section notify each Holder of the current prospectus relating information the Company requires from such Holder. Any such information 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. A Holder must provide such information to the Company at least two (2) business days prior to the first anticipated filing date of such Registration Statement if such Holder elects to have any Registrable Securities included in the Registration Statement. b. (b) Each Holder, by such Holder's ’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's ’s election to exclude all of such the Holder's ’s Registrable Securities from such Registration Statement. c. (c) In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities of any Holder are to be included, such Holder agrees to enter into and perform the Holder’s obligations under an underwriting agreement, in usual and customary form, including customary indemnification and contribution obligations (as applicable to selling security holders generally), with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Holder Registrable Securities. (d) 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(f3(e) or the first sentence of 3(e3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until such Holder's receipt Holder is advised in writing by the Company that the use of the copies of the prospectus may be resumed and is furnished with a supplemented or amended prospectus as contemplated by Section 3(f3(e) or 3(f), and if so directed by the first sentence Company, such Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of 3(e)the prospectus covering such Registrable Securities at the time of receipt of such notice. (e) Each Holder agrees that it will promptly notify the Company of any material changes in the information set forth in a Registration Statement furnished by or regarding such Holder, other than changes in the number of shares beneficially owned.

Obligations of the Holder. a. At least five (5) calendar days Business Days prior to the first anticipated filing date of a Registration Statement Statement, the Company shall notify each the Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular the Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably be required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each The Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement. c. Each The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f3(g) or the first sentence of 3(e3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f3(g) or the first sentence of 3(e)3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Holder in accordance with the terms of the Investment Agreement in connection with any sale of Registrable Securities with respect to which the Holder has entered into a contract for sale prior to the Holder's receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Holder has not yet settled. d. The Holder covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

Obligations of the Holder. a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular the Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each The Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each The Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement. c. Each Holder agrees that, upon receipt of any notice from the Company of the happening Comxxxx xx xxx xappening of any event of the kind described in Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).

Obligations of the Holder. a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing In connection with any registration of the information Registrable Securities, the Company requires from each such Holder if such Holder elects to Holders shall have any of such Holder's Registrable Securities included in such Registration Statement. the following obligations: (i) It shall be a condition precedent to the obligations of the Company to complete the include in any registration pursuant to this Agreement with respect to any of the Registrable Securities of a particular such Holder that such the Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it intends to register and the intended method of disposition of the such Registrable Securities held by it as shall be reasonably be required to effect the registration of such Registrable Securities and shall shall, if not an underwritten offering, execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants request and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall otherwise comply with the "Plan of Distribution" section obligations set forth in this Agreement. As soon as reasonably possible, but in no event less than ten days prior to the first anticipated filing date of the current prospectus relating to such Registration Statementappropriate registration statement, the Company shall notify the Holder of the information the Company requires from the Holder. b. (ii) Each Holder, by such Holder's acceptance of the Registrable Securities, Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement registration statement hereunder, unless such the Holder has notified the Company in writing of such the Holder's election to exclude all of such Holder's Registrable Securities from any such Registration Statementregistration statement. c. (iii) 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) or the first sentence of 3(e1(e)(vi), such the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) the registration statement covering such Registrable Securities until such the Holder's receipt of the copies of the a supplemented or amended prospectus contemplated and, if so directed by Section 3(fthe Company, the Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the first sentence Company a certificate of 3(e)destruction) all copies in the Holder's possession of the prospectus covering such Registrable Securities at the time of receipt of such notice. (iv) Each Holder agrees not to make any sale or other disposition of any of the Registrable Securities without complying with the provisions of this Agreement and with all laws and regulations applicable to the offering and sale of securities, including those relating to the prospectus delivery requirements under the Securities Act.

Obligations of the Holder. a. (a) At least five (5) calendar days Business Days prior to the first anticipated filing date Filing Date of a Registration Statement Statement, the Company shall notify each the Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such the Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the any registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such the Holder shall furnish in writing a timely manner to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably be required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each Holder, by such Holder's acceptance of the Registrable Securities, (b) The Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder. (c) During such time as the Holder may be engaged in a distribution of the Registrable Securities, unless the Holder will comply with all laws applicable to such Holder has notified distribution, including Regulation M promulgated under the 1934 Act, and, to the extent required by such laws, will, among other things (i) not engage in any stabilization activity in connection with the securities of the Company in writing contravention of such Holder's election to exclude all of such Holder's laws; (ii) distribute the Registrable Securities from acquired by it solely in the manner described in the applicable Registration Statement and (iii) if required by applicable law, cause to be furnished to each agent or broker-dealer to or through whom such Registration StatementRegistrable Securities may be offered, or to the offeree if an offer is made directly by the Holder, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree. c. Each (d) The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f3(g) or the first sentence of 3(eSection 3(f), such the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such the Holder's ’s receipt of the copies of the supplemented or amended prospectus as contemplated by Section 3(f3(g) or the first sentence of 3(e)Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Holder in connection with any sale of Registrable Securities with respect to which the Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f) and for which the Holder has not yet settled. (e) The Holder covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

Obligations of the Holder. a. At least five (5a) calendar days The Holder has answered all questions on the Investor Questionnaire for use in preparation of the Registration Statement and the answers thereto are true, correct and complete as of the date hereof and, unless otherwise disclosed to the Company in writing prior to the first anticipated filing date Closing Date, will be true, correct and complete as of a Registration Statement the Closing Date; (v) the Holder will notify the Company shall notify each Holder immediately of any material change in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included information which is required to be disclosed in the Registration Statement until such Registration Statement. It shall be a condition precedent to time as the obligations Investor has sold all of its Shares and Warrant Shares or until the Company is no longer required to complete keep the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Registration Statement effective. The Holder shall furnish in writing to the Company such additional information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it it, as shall reasonably be required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. Each At least five Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Holder), the Company shall notify the Holder covenants and agrees that, in connection with of any resale of additional information the Company requires from the Holder if the Holder’s Registrable Securities by it pursuant or Additional Registrable Securities are to a Registration Statement, it shall comply with be included in the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each (b) The Holder, by such Holder's its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless such the Holder has notified the Company in writing of such Holder's its election to exclude all of such Holder's its Registrable Securities or Additional Registrable Securities, as applicable, from such the Registration Statement. c. Each (c) The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of rendering a Registration Statement no longer effective or available for use by the kind described in Section 3(f) or Holder, the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities or Additional Registrable Securities, until such the Holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated Prospectus filed with the SEC and declared effective and, if so directed by Section 3(fthe Company, the Holder shall deliver to the Company (at the expense of the Company) or destroy all copies in the first sentence Holder’s possession, or instruct its agents or other representatives to deliver to the Company (at the Company’s expense) or destroy all copies in such Agents’ or other representatives’ possession, in either case of 3(e)the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.

Obligations of the Holder. a. At least five Each holder selling Registrable Securities in any registration pursuant to Section 10.1 shall, as a condition for inclusion of such Registrable Securities in such registration: (5a) calendar days prior execute and deliver an Underwriting Agreement (i) satisfactory in substance and form to the first anticipated filing date Issuer and the underwriters, and (ii) containing such representations and warranties and such other terms as are customarily used in agreements of a Registration Statement this type, including, without limitation, indemnification and contribution obligations customarily required by such underwriters in such agreement. Notwithstanding the Company foregoing, no underwriting agreement (or other agreement in connection with such offering) shall notify each require any Holder in writing of to make any representations or warranties to or agreements with the information Issuer or the Company requires from each underwriters other than representations, warranties or agreements regarding such Holder if such Holder elects to have any of Holder, such Holder's Registrable Securities included in and such Registration Statement. It shall be a condition precedent Holder's intended method of distribution and any other representation required by law; (b) furnish to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company Issuer such information regarding itselfthem, the Registrable Securities held by it it, and the intended method of disposition of such securities as the Registrable Securities held by it Issuer shall reasonably request and as shall reasonably be required in connection with any action to effect be taken by the Issuer hereunder; and (c) to the fullest extent permitted by law, indemnify and hold harmless the Issuer, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Issuer within the meaning of the 1933 Act, and each agent and any underwriter for the Issuer and any Person who controls any such Registrable Securities agent or underwriter and shall execute each other Holder and any person who controls such documents Holder (within the meaning of the 0000 Xxx) against any losses, claims, damages or liabilities (or actions in respect thereto) which arise out of or are based upon an untrue statement of any material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, that such untrue statement or omission was made in such registration statement, preliminary or final prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration registration; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Issuer or any underwriter or other indemnitee from whom the person asserting any such losses, claims, damages, liabilities and judgments purchased Shares, or any person controlling such Issuer or underwriter or other indemnitee, if the Issuer shall have furnished any amendments or supplements to such preliminary prospectus and a copy of such preliminary prospectus as so amended or supplemented was not sent or given by or on behalf of such underwriter to such person, if required by law so to have been delivered, at or prior to the Company may written confirmation of the sale of the Shares to such person, and if the prospectus as so amended and supplemented by the Issuer would have cured the defect giving rise to such loss, claim, damage, liability or judgment. Such Holder will reimburse any legal or other expenses reasonably request. Each incurred by the Issuer or any such director, officer, control person, agent, underwriter, or other Holder covenants and agrees that, in connection with investigating or defending any resale of Registrable Securities by it pursuant to a Registration Statementsuch loss, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statementclaim, damage, liability or action. b. Each Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement. c. 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) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).

Obligations of the Holder. a. At least five (5) calendar days prior to In connection with the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing registration of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. accordance with this Section 9, the Holder shall have the following obligations: (i) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the include any Holder’s Registrable Securities of a particular Holder in any Registration Statement that such Holder shall timely furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and it, the intended method of disposition of the Registrable Securities held by it and any other information as shall be reasonably be required to effect the registration of such Registrable Securities and shall provide such information and execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale At least five (5) business days prior to the first anticipated filing date of Registrable Securities by it pursuant to a the Registration Statement, it the Company shall comply with notify the "Plan of Distribution" section Holder of the current prospectus relating to such Registration Statementinformation the Company requires from the Holder. b. Each Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement. c. Each (ii) The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f9(c)(v) or the first sentence of 3(e9(c)(vi), such the Holder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until such the Holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f9(c)(v) or 9(c)(vi) and, if so directed by the first sentence Company, the Holder shall deliver to the Company (at the expense of 3(e)the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (iii) The Holder may not participate in any underwritten registration in connection with a registration pursuant to Section 9(b) hereof unless the Holder: (i) agrees to sell their Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 9(d) below. (iv) The Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with the offer and sale of Registrable Securities pursuant to any Registration Statement.

Obligations of the Holder. a. At least five (5a) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete effect the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale At least ten trading days prior to the first anticipated filing date of Registrable Securities by it pursuant to a Shelf Registration Statement, it the Company shall comply with the "Plan of Distribution" section notify each Holder of the current prospectus relating to information the Company requires from each such Registration StatementHolder. b. (b) Each Holder, by such Holder's ’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Shelf Registration Statement required to be filed hereunder, unless such Holder has notified the Company in writing of such Holder's ’s election to exclude all of such Holder's ’s Registrable Securities from such Shelf Registration Statement. c. Each Holder agrees that, upon (c) Upon receipt of any notice from the Company of (i) the happening of any event of the kind described kind, as a result of which the prospectus included in Section 3(fany Shelf Registration Statement that includes Registrable Securities, 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) or (ii) the first sentence issuance of 3(e)any stop order or other suspension of the effectiveness of any Registration Statement that includes Registrable Securities, such each Holder will shall immediately discontinue disposition of Registrable Securities pursuant to any such Shelf Registration Statement(s) Statement until such Holder’s receipt of notice from the Company that they may continue with such disposition, and, if so directed by the Company, such Holder shall destroy all copies in such Holder’s possession of the prospectus covering such Registrable Securities until such Holder's current at the time of receipt of such notice and the copies Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to the supplemented or amended prospectus contemplated by Registration Delay Payments in accordance with Section 3(f) or the first sentence of 3(e)1.4.

Obligations of the Holder. a. At least five (5) calendar days prior to In connection with the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing registration of the information Registrable Securities, the Company requires from each such Holder if such Holder elects to shall have any of such Holder's Registrable Securities included in such Registration Statement. the following obligations and hereby makes the following acknowledgements: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to include the Registrable Securities of a particular the Holder in any Registration Statement that such the Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably be required to effect the registration of such Registrable Securities. The Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Subscription Agreement as Annex A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities and shall execute to furnish such additional documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale At least twenty (20) business days prior to the first anticipated filing date of Registrable Securities by it pursuant to a Registration Statement, it the Company shall comply with notify the "Plan of Distribution" section Holder of the current prospectus relating information the Company requires from such Holder (the “Requested Information”) if the Holder elects to have any of its Registrable Securities included in the Registration Statement. If at least five (5) business days prior to the anticipated filing date the Company has not received the Requested Information from the Purchaser, then the Company may file the Registration Statement without including any Registrable Securities of the Purchaser and the Company shall have no further obligations under this Section 6 to the Holder after such Registration Statement. b. Each HolderStatement has been declared effective; provided, by however, that in the event the Company thereafter files a Registration Statement for the resale of any Registrable Securities of other Holders not previously registered, then such Holder shall have the right under this Section 6 to include such Holder's acceptance ’s Registrable Securities in such Registration Statement and the obligations of the Company under this Section 6 with respect to the registration of such Holder’s Registrable SecuritiesSecurities shall apply thereto. If the Holder notifies the Company and provides the Company the information required hereby prior to the time the Registration Statement is declared effective, the Company will file an amendment to the Registration Statement that includes the Registrable Securities of the Holder; (b) The Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless such the Holder has notified the Company in writing of such Holder's its election to exclude all of such Holder's its Registrable Securities from such Registration Statement.; c. Each (c) The Holder agrees not to take any action with respect to any distribution deemed to be made pursuant to a Registration Statement that constitutes a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law; (d) The Holder agrees that, upon receipt of any notice from the Company of the happening occurrence of any event of the kind described in Section 3(f6(b)(ii), (iii) or the first sentence (iv), or of 3(e)any event that otherwise makes a Registration Statement outdated, defective or otherwise unavailable, such Holder will immediately forthwith discontinue disposition of such Registrable Securities under such Registration Statement until it is advised in writing by the Company or an agent of the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed, and the Company will use its commercially reasonable best efforts to ensure that the use of such Prospectus (as it may have been supplemented or amended) may be resumed as promptly as is practicable; (e) The Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to any a Registration Statement(sStatement; and (f) covering such The Holder acknowledges that it may be deemed to be a statutory underwriter within the meaning of the Securities Act with respect to the Registrable Securities until being registered for resale by it, and hereby consents to the inclusion in any applicable Registration Statement of a disclosure to such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e)effect.

Obligations of the Holder. a. a) At least five three (53) calendar days Business Days prior to the first anticipated filing date Filing Date of a Registration Statement Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's ’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the any registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it and any relationship between such Holder and the Company as shall be reasonably be required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. b) Each Holder, by such Holder's ’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's ’s election to exclude all of such Holder's ’s Registrable Securities from such Registration Statement. c. c) 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(f3(g) or the first sentence of 3(e3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's ’s receipt of the copies of the supplemented or amended prospectus as contemplated by Section 3(f3(g) or the first sentence of 3(e)3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Holder has not yet settled if the Registrable Securities were sold pursuant to the Registration Statement or Rule 144. Each Holder shall also comply with all lock-up restrictions to which any Registrable Securities are subject. d) Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement. If the Company’s transfer agent requires that the Company’s counsel render an opinion in connection with any sale pursuant to a Registration Statement, the Holder shall provide the Company’s transfer agent and the Company’s counsel with such information regarding such sale as shall be reasonably required by the Company’s counsel to verify that the shares were sold pursuant to the Registration Statement and the prospectus delivery requirements were complied with.

Obligations of the Holder. a. (a) At least five (5) calendar days prior to the first anticipated filing date of a the Registration Statement the Company shall notify each the Holder in writing of the information the Company requires from each such the Holder if such Holder elects to have any of such Holder's Registrable Securities included in such for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular and the Holder that such Holder shall agrees to furnish in writing to the Company such that information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and the Holder shall execute such documents in connection with such registration as the Company may reasonably request. Each The Holder covenants and agrees that, in connection with any resale sale of Registrable Securities by it pursuant to a the Registration Statement, it shall comply with the "“Plan of Distribution" ” section of the then current prospectus relating to such Registration Statement. b. Each (b) The Holder, by such Holder's its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such the Holder has notified the Company in writing of such Holder's an election to exclude all of such the Holder's ’s Registrable Securities from such Registration Statement. c. Each (c) The Holder agrees that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e), such the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such the Holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).

Obligations of the Holder. a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular the Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each The Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each The Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement. c. Each Holder agrees Xxxxxx xxxxes that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).

Obligations of the Holder. a. At least five (5a) calendar The Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Appendix A (a “Selling Stockholder Questionnaire”) on a date that is not less than ten (10) days prior to the first anticipated filing date Filing Deadline or within three (3) Trading Days of a Registration Statement receiving the Company shall notify each Holder in writing of the information the Company requires from each Company’s request for such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statementinformation. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such The Holder shall furnish in writing to the Company such additional information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities it, and shall execute such documents in connection with such registration, as shall be reasonably required to effect the registration as of such Registrable Securities. The Holder shall provide such information to the Company may reasonably request. Each at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if the Holder covenants and agrees that, in connection with elects to have any resale of the Registrable Securities by it pursuant included in the Registration Statement. The Company shall not be required to include the Registrable Securities of the Holder in a Registration Statement, it and no Event shall comply with the "Plan of Distribution" section be deemed to occur and or continue solely as a result of the current prospectus relating failure to such include the Registrable Securities of the Holder in the Registration Statement, if the Holder fails to furnish to the Company a fully completed Selling Stockholder Questionnaire within the time specified in this Section 4(a). b. Each Holder, by such Holder's acceptance of the Registrable Securities, (b) The Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless such the Holder has notified the Company in writing of such Holder's its election to exclude all of such Holder's its Registrable Securities from such Registration Statement. c. Each (c) The Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement. (d) The Holder agrees that, upon receipt of any notice from the Company of either: (i) the commencement of an Allowed Delay, or (ii) the happening of any an event of pursuant to Section 3(d)(iii) – (vi) hereof, the kind described in Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until such Holder's receipt it is advised in writing (the “Advice”) by the Company that the use of the copies applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its reasonable best efforts to ensure that the use of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e)Prospectus may be resumed as promptly as is practicable.

Obligations of the Holder. a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular the Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each The Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each The Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company hereunder and in writing of such Holder's election responding to exclude all of such Holder's Registrable Securities from such Registration StatementSEC comments in connection therewith. c. Each Holder agrees thatthxx, upon xxxx receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).

Obligations of the Holder. a. At least five (5) calendar days prior to In connection with the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing registration ------------------------- of the information Registrable Securities, the Company requires from each such Holder if such Holder elects to shall have any of such Holder's Registrable Securities included in such Registration Statement. the following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration take any action pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such the Holder shall furnish in writing to the Company such information regarding itselfthe Holder, the Registrable Securities held by it the Holder and the intended method of disposition of the Registrable Securities held by it the Holder as shall reasonably be required to effect the registration of such the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each (b) The Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, hereunder unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such the Registration Statement. c. Each (c) The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(fsection 3(e) or the first sentence of 3(e3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section section 3(e) or 3(f) and, if so directed by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the first sentence Company a certificate of 3(e)destruction ) all copies in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company shall use its reasonable best efforts to limit the duration of any discontinuance of disposition of Registrable Securities pursuant to this paragraph.

Obligations of the Holder. a. At least five (5a) calendar days prior In connection with the registration hereunder, the Holder will furnish to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the such information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to Holder and the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities securities held by it Holder, and the intended method of disposition of the Registrable Securities held proposed distribution by it him as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in order to assure compliance with federal and applicable state securities laws, as a condition precedent to including the Holder's Restricted Stock in the Registration Statement. The Holder also shall agree to promptly notify the Company of any changes in such information included in the Registration Statement or prospectus as a result of which there is an untrue statement of material fact or an omission to state any material fact required or necessary to be stated therein in order to make the statements contained therein not misleading in light of the circumstances then existing. (b) In connection with the preparation and filing of any registration pursuant to this Agreement, the Holder will not effect sales thereof pursuant to the Registration Statement hereunder, unless such Holder has until notified by the Company in writing of such Holder's election to exclude all the effectiveness of such Holder's Registrable Securities from such the Registration Statement. c. Each Holder agrees that, upon and thereafter will suspend such sales after receipt of any telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a Registration Statement or prospectus. At the end of any period during which the Company is obligated to keep a Registration Statement current, the Holder shall discontinue sales of shares pursuant to such Registration Statement upon receipt of notice from (i) the Company of its intention to remove from registration the shares covered by such Registration Statement which remain unsold, and the Holder shall notify the Company of the happening number of any event of the kind described in Section 3(f) or the first sentence of 3(e), such Holder will shares registered which remain unsold immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's upon receipt of such notice from the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e)Company.

Obligations of the Holder. a. (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of a each Registration Statement Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects with respect to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably be required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. (b) Each Holder, by such Holder's ’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any each Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's ’s election to exclude all of such Holder's ’s Registrable Securities from such Registration Statement. c. (c) 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(f3(g) or the first sentence of 3(e3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f3(g) or the first sentence of 3(eSection 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Holder in accordance with the terms of the SPA in connection with any sale of Registrable Securities with respect to which such Holder has entered into a contract for sale prior to Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f) and for which such Holder has not yet settled. (d) Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

Obligations of the Holder. a. At least five (5a) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each The Holder, by such Holder's its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such the Holder has notified the Company in writing of such Holder's its election to exclude all of such Holder's its Registrable Securities from such Registration Statement. c. Each (b) The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f3(c)(iii), (iv) or the first sentence of 3(e(v), such the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such the Holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f3(c) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall use commercially reasonable efforts to cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(c) and for which the Holder has not yet settled. (c) The Holder covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom (including, without limitation, an exemption pursuant to Rule 172) in connection with sales of Registrable Securities pursuant to the Registration Statement and if such Registrable Securities are to be sold by any method or in any transaction other than on a national securities exchange or in the over-the-counter market, in privately negotiated transactions, or in any method described in the “Plan of Distribution” included in the applicable Registration Statement or any combination of such methods, to notify the Company at least five Trading Days prior to the date on which the Holder first sentence offers to sell any such Registerable Securities. (d) The Holder acknowledges and agrees that the Registerable Securities sold pursuant to the Registration Statement are not transferable on the books of 3(e)the Company unless (i) the Registerable Securities have been sold in accordance with such Registration Statement and (ii) the requirement of delivering a current prospectus has been satisfied. (e) The Holder agrees not to take any action with respect to any distribution deemed to be made pursuant to such Registration Statement which would constitute a violation any applicable rule, regulation or law.

Obligations of the Holder. a. (a) At least five (5) calendar business days prior to the first anticipated filing date of a Registration Statement registration statement, the Company shall notify each the Holder in writing of the information the Company requires from each such the Holder if such the Holder elects to have any of such Holder's Registrable Securities included in such Registration Statementregistration statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular the Holder that such the Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably be required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each (b) The Holder, by such the Holder's ’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement registration statement hereunder, unless such the Holder has notified the Company in writing of such the Holder's election to exclude all of such the Holder's ’s Registrable Securities from such Registration Statementregistration statement. c. Each (c) The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section Sections 3(f) or the first sentence of 3(e3(g), such the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(sregistration statement(s) covering such Registrable Securities until such the Holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section Sections 3(f) or 3(g) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the first sentence contrary, the Company shall cause its transfer agent to deliver unlegended shares of 3(e)Common Stock to a transferee of the Holder in connection with any sale of Registrable Securities with respect to which the Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(f) or 3(g) and for which the Holder has not yet settled. (d) The Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a registration statement.

Obligations of the Holder. a. At least five (5a) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration take any action pursuant to this Agreement with respect to that the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such other information in writing regarding itself, the Registrable Securities held by it and the intended method of disposition of such securities by the Registrable Securities held by it Holder as the Company shall reasonably request and as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the actions to be taken by the Company may reasonably requestwith respect to the Holder hereunder. Each In addition, the Holder covenants and agrees that, shall promptly notify the Company in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section writing of the current prospectus relating occurrence, from the date on which such information or documents are furnished to such Registration Statement. b. Each Holder, by such Holder's acceptance the date of the closing for the sale of any such Registrable Securities, agrees of any event relating to the Holder that is required under the Securities Act to be set forth in the Registration Statement applicable to such Registrable Securities. (b) It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement that the Holder shall cooperate with the Company as reasonably requested by any reasonable requests of the Company in connection with the preparation Company’s compliance with applicable rules and filing regulations of any Registration Statement hereunderthe SEC, unless including providing access to the Holder’s management upon reasonable prior notice during normal business hours, allowing access to and discussing with the Holder’s auditor its audit work on the Holder’s financial statements, and discussing with and obtaining from such auditor consents to fulfill the Company’s reporting requirements. Without limiting the foregoing, not later than thirty (30) days after the date of this Agreement, the Holder has notified shall provide to the Company such information as the Company may reasonably require to prepare pro forma financial information regarding the Holder required to be filed in writing accordance with the requirements of such Holder's election to exclude all Regulation S-X, Form 8-K and the other applicable rules and regulations of such Holder's Registrable Securities from such Registration Statementthe SEC. c. Each (c) The Holder hereby agrees that, with the Company that upon receipt of any notice from a Disclosure Notice, the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e), such Holder will immediately forthwith discontinue disposition dispositions of Registrable Securities pursuant to any the applicable Registration Statement(sStatement until (i) covering such Registrable Securities until such Holder's receipt of the Holder has received copies of the supplemented or amended prospectus Prospectus contemplated by Section 3(f2.2(g) hereof or (ii) the Holder is advised in writing by the Company that the use of such Registration Statement, or the first sentence prospectus included therein, may be resumed, and has received copies of 3(e)any additional or supplemental filings that are required to be incorporated by reference in the prospectus. The Holder receiving a Disclosure Notice hereby agrees that it will cease using any Prospectus, other than permanent file copies, then in the Holder’s possession which have been replaced by the Company with more recently dated Prospectus. The Holder further agrees with the Company to hold the fact that it has received any Disclosure Notice, and any communication from the Company to the Holder relating to an event giving rise to a such notice, in confidence.

Obligations of the Holder. a. At least five (5a) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such The Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it it, as shall reasonably be required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. Each At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Holder), the Company shall notify the Holder covenants and agrees that, in connection with any resale of the information the Company requires from the Holder if the Holder's Registrable Securities by it pursuant or Additional Registrable Securities are to a Registration Statement, it shall comply with be included in the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each (b) The Holder, by such Holder's its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless such the Holder has notified the Company in writing of such Holder's its election to exclude all of such Holder's its Registrable Securities or Additional Registrable Securities, as applicable, from such the Registration Statement. c. Each (c) The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of rendering a Registration Statement no longer effective or available for use by the kind described in Section 3(f) or Holder, the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities or Additional Registrable Securities, until such the Holder's receipt of the copies of the supplemented or amended prospectus contemplated Prospectus filed with the SEC and declared effective and, if so directed by Section 3(fthe Company, the Holder shall deliver to the Company (at the expense of the Company) or destroy all copies in the first sentence Holder's possession of 3(e)the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.

Obligations of the Holder. a. At least five (5) calendar days prior to In connection with the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing registration of the information Registrable Securities, the Company requires from each such Holder if such Holder elects to Holders shall have any of such Holder's Registrable Securities included in such Registration Statement. the following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such the Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale At least fifteen (15) days prior to the first anticipated filing date of Registrable Securities by it pursuant to a the Registration Statement, it the Company shall comply notify each Holder of the information the Company requires from each Holder (the "REQUESTED INFORMATION") if any of the Holder's Registrable Securities are eligible for inclusion in the Registration Statement. If at least one (1) business day prior to the filing date the Company has not received the Requested Information from an Holder, or any of its permitted transferees (a "NON-RESPONSIVE HOLDER"), then the Company may file the Registration Statement without including Registrable Securities of such Non-Responsive Holder but shall not be relieved of its obligation to file a Registration Statement with the "Plan of Distribution" section of the current prospectus SEC relating to the Registrable Securities of such Registration Statement.Non-Responsive Holder promptly after such Non-Responsive Holder provides the Requested Information; b. (b) Each Holder, by such the Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless such the Holder has notified the Company in writing of such the Holder's election to exclude all of such the Holder's Registrable Securities from such the Registration Statement.; c. (c) In the event Holders holding a majority in interest of the Registrable Securities being registered determine to engage the services of an underwriter, each Holder agrees to enter into and perform the Holder's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Holder has notified the Company in writing of the Holder's election to exclude all of the Holder's Registrable Securities from the Registration Statement; (d) 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(f2(f) or the first sentence of 3(e2(g), such the Holder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until such the Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f2(f) or 2(g) and, if so directed by the first sentence Company, the Holder shall deliver to the Company (at the expense of 3(e)the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Holder's possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice; and (e) No Holder may participate in any underwritten registration hereunder unless the Holder (i) agrees to sell the Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Holder entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and other fees and expenses of investment bankers and any manager or managers of such underwriting and legal expenses of the underwriters applicable with respect to its Registrable Securities, in each case to the extent not payable by the Company pursuant to the terms of this Agreement.

Obligations of the Holder. a. At least five (5S) calendar days prior to ---------------------------- In connection with the first anticipated filing date registration of a Registration Statement the Company shall notify Registrable Securities, each Holder in writing of shall have the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such following obligations: 4.1 Each Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as Securities. At least five (5) business days prior to the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale first anticipated filing date of Registrable Securities by it pursuant to a the Registration Statement, it the Company shall comply with the "Plan of Distribution" section notify each Holder of the current prospectus relating to information the Company requires from each such Registration StatementHolder. b. 4.2 Each Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement Statements hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such the Registration Statement. c. 4.3 Each Holder whose Registrable Securities are included in a Registration Statement understands that the Securities Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such Registration Statement, and each such Holder shall use its reasonable efforts to comply with the applicable prospectus delivery requirements of the Securities Act in connection with any such sale. 4.4 Each Holder agrees that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e)3.6, such Holder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f3.6 or advice that a supplement or amendment is not required and, if so directed by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the first sentence Company a certificate of 3(edestruction) all copies in such Holder's possession (other than a limited number of permanent file copies)., of the prospectus covering such Registrable Securities current at the time of receipt of such

Obligations of the Holder. a. At least five seven (57) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each the Holder in writing of the information the Company requires from each such the Holder if such Holder elects to have any of such the Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular the Holder that such the Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each The Holder covenants and agrees that, in connection with any resale sale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each The Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such the Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement. c. Each The 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) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).

Obligations of the Holder. a. At least five (5a) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration take any action pursuant to this Agreement with respect to that the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such other information in writing regarding itself, the Registrable Securities held by it and the intended method of disposition of such securities by the Registrable Securities held by it Holder as the Company shall reasonably request and as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the actions to be taken by the Company may reasonably requestwith respect to the Holder hereunder. Each In addition, the Holder covenants and agrees that, shall promptly notify the Company in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section writing of the current prospectus relating occurrence, from the date on which such information or documents are furnished to such Registration Statement. b. Each Holder, by such Holder's acceptance the date of the closing for the sale of any such Registrable Securities, agrees of any event relating to the Holder that is required under the Securities Act to be set forth in the Registration Statement applicable to such Registrable Securities. (b) It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement that the Holder shall cooperate with the Company as reasonably requested by any reasonable requests of the Company in connection with the preparation Company’s compliance with applicable rules and filing regulations of any Registration Statement hereunderthe SEC, unless including providing access to the Holder’s management upon reasonable prior notice during normal business hours, allowing access to and discussing with the Holder’s auditor its audit work on the Holder’s financial statements, and discussing with and obtaining from such auditor consents to fulfill the Company’s reporting requirements. Without limiting the foregoing, not later than thirty (30) days after the date of this Agreement, the Holder has notified shall provide to the Company such information as the Company may reasonably require to prepare pro forma financial information regarding the Holder required to be filed in writing accordance with the requirements of such Holder's election to exclude all Regulation S-X, Form 8-K and the other applicable rules and regulations of such Holder's Registrable the SEC. ** ** Text Omitted and Filed Separately with the Securities from such Registration Statement.and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 c. Each (c) The Holder hereby agrees that, with the Company that upon receipt of any notice from a Disclosure Notice, the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e), such Holder will immediately forthwith discontinue disposition dispositions of Registrable Securities pursuant to any the applicable Registration Statement(sStatement until (i) covering such Registrable Securities until such Holder's receipt of the Holder has received copies of the supplemented or amended prospectus Prospectus contemplated by Section 3(f2.2(g) hereof or (ii) the Holder is advised in writing by the Company that the use of such Registration Statement, or the first sentence prospectus included therein, may be resumed, and has received copies of 3(e)any additional or supplemental filings that are required to be incorporated by reference in the prospectus. The Holder receiving a Disclosure Notice hereby agrees that it will cease using any Prospectus, other than permanent file copies, then in the Holder’s possession which have been replaced by the Company with more recently dated Prospectus. The Holder further agrees with the Company to hold the fact that it has received any Disclosure Notice, and any communication from the Company to the Holder relating to an event giving rise to a such notice, in confidence.

Obligations of the Holder. a. (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of a each Registration Statement (or such shorter period to which the parties agree), the Company shall notify each the Holder in writing of the information the Company requires from each such the Holder if such Holder elects with respect to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder the Holders that such the Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably be required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each (b) The Holder, by such Holder's its acceptance of the Registrable Securities, agrees agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any each Registration Statement hereunder, unless such the Holder has have notified the Company in writing of such the Holder's ’s election to exclude all of such the Holder's ’s Registrable Securities from such Registration Statement. c. Each (c) The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f3(o) or the first sentence of 3(eSection 3(f), such the Holder will shall immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such the Holder's ’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3(f3(o) or the first sentence of 3(eSection 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the Holder in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Holder have entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(o) or the first sentence of Section 3(f) and for which the Holder have not yet settled. (d) The Holder covenants and agrees that they shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to a Registration Statement.

Obligations of the Holder. a. At least five (5S) calendar days prior to ---------------------------- In connection with the first anticipated filing date registration of a Registration Statement the Company shall notify Registrable Securities, each Holder in writing of shall have the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such following obligations: 4.1 Each Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as Securities. At least five (5) business days prior to the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale first anticipated filing date of Registrable Securities by it pursuant to a the Registration Statement, it the Company shall comply with the "Plan of Distribution" section notify each Holder of the current prospectus relating to information the Company requires from each such Registration StatementHolder. b. 4.2 Each Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement Statements hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such the Registration Statement. c. 4.3 Each Holder whose Registrable Securities are included in a Registration Statement understands that the Securities Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such Registration Statement, and each such Holder shall use its reasonable efforts to comply with the applicable prospectus delivery requirements of the Securities Act in connection with any such sale. 4.4 Each Holder agrees that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e)3.6, such Holder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f3.6 or advice that a supplement or amendment is not required and, if so directed by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the first sentence Company a certificate of 3(edestruction) all copies in such Holder's possession (other than a limited number of permanent file copies), of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Holder's obligations under this paragraph shall in no way limit the Company's obligations under this Agreement or Holder's rights or remedies against the Company with respect to any breach or threatened breach by the Company of any such obligations.

Obligations of the Holder. a. (a) At least five (5) calendar seven days prior to the first anticipated filing date of a the Registration Statement Statement, the Company shall notify each the Holder or its counsel in writing of the information the Company requires from each such the Holder if such the Holder elects to have any of such Holder's the Registrable Securities included in such the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such the Holder shall furnish in writing to the Company such information as may be requested in writing by the Company regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each Holder, (b) The Holder by such Holder's its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement Statement(s) hereunder, unless such the Holder has notified the Company in writing of such the Holder's election to exclude all of such Holder's the Registrable Securities from such the Registration Statement. c. Each (c) The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f3(g) or the first sentence of 3(e3(f), such the Holder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) covering such Registrable Securities until such the Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f3(g) or the first sentence of 3(e)3(f) and, if so directed by the Company, the Holder shall deliver to the Company (at the expense of the Company) or destroy all copies in the Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (d) The Holder may not participate in any underwritten registration hereunder unless the Holder (i) agrees to sell the Registrable Securities on the basis provided in any underwriting arrangements approved by the Holder entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Obligations of the Holder. a. At least five (5a) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such The Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it it, as shall reasonably be required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. Each At least five Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Holder), the Company shall notify the Holder covenants and agrees that, in connection with any resale of the information the Company requires from the Holder if the Holder's Registrable Securities by it pursuant or Additional Registrable Securities are to a Registration Statement, it shall comply with be included in the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each (b) The Holder, by such Holder's its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless such the Holder has notified the Company in writing of such Holder's its election to exclude all of such Holder's its Registrable Securities or Additional Registrable Securities, as applicable, from such the Registration Statement. c. Each (c) The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of rendering a Registration Statement no longer effective or available for use by the kind described in Section 3(f) or Holder, the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities or Additional Registrable Securities, until such the Holder's receipt of the copies of the supplemented or amended prospectus contemplated Prospectus filed with the SEC and declared effective and, if so directed by Section 3(fthe Company, the Holder shall deliver to the Company (at the expense of the Company) or destroy all copies in the first sentence Holder's possession, or instruct its agents or other representatives to deliver to the Company (at the Company's expense) or destroy all copies in such Agents' or other representatives' possession, in either case of 3(e)the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.

Obligations of the Holder. a. At least five (5) calendar days prior to In connection with the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing registration of the information Registrable Securities, the Company requires from each such Holder if such Holder elects to shall have any of such Holder's Registrable Securities included in such Registration Statement. the following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such the Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it it, and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale At least five (5) days prior to the first anticipated filing date of Registrable Securities by it pursuant to a the Registration Statement, it the Company shall comply with notify the Holder of the information the Company requires from the Holder (the "Plan Requested Information") if the Holder elects to have any of Distribution" section of such Holder’s Registrable Securities included in the current prospectus relating to such Registration Statement. b. Each Holder, (b) Holder by such Holder's its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless such Holder has notified the Company in writing of such the Holder's ’s election to exclude all of such Holder's ’s Registrable Securities from such the Registration Statement.; and c. Each (c) Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f3(d) or the first sentence of 3(e3(f), such above, the Holder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until such the Holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(d) or 3(f) and, if so directed by the Company, the Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the first sentence Company a certificate of 3(e)destruction) all copies in the Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Holder. a. At least five (5a) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such The Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with At least ten (10) Business Days prior to the first anticipated filing date of any resale of Registrable Securities by it pursuant to a Registration Statement, it the Company shall comply with notify the "Plan of Distribution" section Holder of the current prospectus relating information the Company requires from the Holder to have any of the Registrable Securities included in the Registration Statement. The Holder shall provide such information to the Company at least five (5) Business Days prior to the first anticipated filing date of such Registration Statement to have any of the Registrable Securities included in the Registration Statement. b. Each (b) The Holder, by such Holder's its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement. c. Each (c) The Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of the applicable suspension pursuant to Section 2(e) above, or (ii) the happening of any an event of the kind described in pursuant to Section 3(f) or hereof, the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Holder is advised by the Company that such Holder's receipt dispositions may again be made. (d) The Holder represents, warrants and covenants that neither it nor any affiliate thereof is or has engaged, or will engage, in (i) any "short sales" (as such term is defined in Rule 200 promulgated under the Exchange Act) of the copies Registrable Securities, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a "put equivalent position" (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of shares of Common Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the supplemented Registrable Securities or amended prospectus contemplated by Section 3(f(ii) or any hedging transaction which establishes a net short position with respect to the first sentence of 3(e)Registrable Securities.

Obligations of the Holder. a. At least five (5a) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such The Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with At least fifteen (15) Business Days prior to the first anticipated filing date of any resale of Registrable Securities by it pursuant to a applicable Registration Statement, it the Company shall comply with notify the "Plan of Distribution" section Holder of the current prospectus relating information the Company requires from the Holder. The Holder shall provide such information to the Company at least five (5) Business Days prior to the first anticipated filing date of such Registration Statement. For purposes of the first sentence of this Section 3(a), the methods of distribution to be specified by the Holder shall include, without limitation, the sale of the Registrable Securities through (i) options transactions relating to the Registrable Securities, whether such options are listed on an options exchange or otherwise, or (ii) short sales of the Registrable Securities. The Registration Statement shall also provide that, for purposes of the distribution of the Registrable Securities, the Holder may (i) enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Registrable Securities and deliver the Registrable Securities to close out their short positions or (ii) loan or pledge the Registrable Securities to broker-dealers or other financial institutions, which in turn may sell the Registrable Securities. b. Each (b) The Holder, by such Holder's its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless such the Holder has notified the Company in writing of such Holder's its election to exclude some or all of such Holder's its Registrable Securities from such Registration Statement. c. Each (c) In the event the Company, at the request of the Holder, determines to engage the services of an underwriter to sell or facilitate the sale of the Holder’s Registrable Securities, the Holder agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and to take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities. (d) The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of rendering a Registration Statement no longer effective, the kind described in Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until such the Holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated Prospectus filed with the SEC and declared effective and, if so directed by Section 3(fthe Company, the Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the first sentence Company a certificate of 3(e)destruction) all copies in the Holder’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice.

Obligations of the Holder. a. At least five (5a) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such The Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it it, as shall reasonably be required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. Each At least five Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Holder), the Company shall notify the Holder covenants and agrees that, in connection with any resale of the information the Company requires from the Holder if the Holder’s Registrable Securities by it pursuant or Additional Registrable Securities are to a Registration Statement, it shall comply with be included in the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each (b) The Holder, by such Holder's its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless such the Holder has notified the Company in writing of such Holder's its election to exclude all of such Holder's its Registrable Securities or Additional Registrable Securities, as applicable, from such the Registration Statement. c. Each (c) The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of rendering a Registration Statement no longer effective or available for use by the kind described in Section 3(f) or Holder, the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities or Additional Registrable Securities, until such the Holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated Prospectus filed with the SEC and declared effective and, if so directed by Section 3(fthe Company, the Holder shall deliver to the Company (at the expense of the Company) or destroy all copies in the first sentence Holder’s possession, or instruct its agents or other representatives to deliver to the Company (at the Company’s expense) or destroy all copies in such agents’ or other representatives’ possession, in either case of 3(e)the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.

Obligations of the Holder. a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular the Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each The Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each The Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company hereunder and in writing of such Holder's election responding to exclude all of such Holder's Registrable Securities from such Registration StatementSEC comments in connection therewith. c. Each Holder agrees that, upon receipt xxxx xxceipt of any notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).

Obligations of the Holder. a. (a) At least five seven (57) calendar days prior to the first anticipated filing date of a Registration Statement Statement, the Company shall notify each a Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's its Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement Article 6 with respect to the such Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale each case within seven (7) Business Days of Registrable Securities being notified by it pursuant to a Registration Statement, it shall comply with the "Plan Company of Distribution" section of the current prospectus relating to such Registration Statementits necessity. b. Each Holder, (b) A Holder by such Holder's its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's ’s election to exclude all of such Holder's ’s Registrable Securities from such Registration Statement. c. Each (c) A Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f6.4(g) or the first sentence of 3(eSection 6.4(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f6.4(g) or the first sentence of 3(e)Section 6.4(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Holder in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to such Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Section 6.4(g) or the first sentence of Section 6.4(f) and for which such Holder has not yet settled. (d) As promptly as practicable after becoming aware of such event, a Holder shall notify the Company in writing of the happening of any event as a result of which the information provided in writing by such Holder to the Company expressly for use in the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no separate written notification shall be required for any event disclosed by such Holder in a timely filing with the SEC relating to the Company’s securities.

Obligations of the Holder. a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each The Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall will furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each The Company shall notify the Holder covenants and agrees that, in writing of any other information the Company reasonably requires from the Holder in connection with any resale Registration Statement hereunder. The Holder will as promptly as practicable notify the Company of Registrable Securities by it pursuant any material change in the information provided to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration StatementCompany. b. Each Holder, by such Holder's acceptance of the Registrable Securities, The Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement. c. Each The Holder agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f4(f) or any notice of the kind described in the first sentence of 3(e4(e), such the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(sregistration statement(s) covering such Registrable Securities until such the Holder's ’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended prospectus contemplated by Section 3(f4(f) or the first sentence of 3(e4(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 4(e), the Holder will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws.

Obligations of the Holder. a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular the Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each The Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each The Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company hereunder and in writing of such Holder's election responding to exclude all of such Holder's Registrable Securities from such Registration StatementSEC comments in connection therewith. c. Each Holder agrees Xxxxxx xxxees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).

Obligations of the Holder. a. At least five (5) calendar days prior to In connection with the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing registration of the information Registrable Securities, the Company requires from each such Holder if such Holder elects to shall have any of such Holder's Registrable Securities included in such Registration Statement. the following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular the Holder that such the Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it it, and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale At least ten (10) days prior to the first anticipated filing date of Registrable Securities by it pursuant to a the Registration Statement, it the Company shall comply with notify the Holder of the information the Company requires from the Holder (the "Plan of Distribution" section Requested Information") if the Holder elects to have any of the current prospectus relating to such Holder's Registrable Securities included in the Registration Statement.. If at least five (5) business days prior to the filing date the Company has not received the Requested Information from the Holder (a "Non-Responsive Holder"), then the Company may file the Registration Statement without including Registrable Securities of such Non-Responsive Holder; b. Each Holder, (b) The Holder by such Holder's acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless such the Holder has notified the Company in writing of such the Holder's election to exclude all of such the Holder's Registrable Securities from such the Registration Statement. c. 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) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).; and

Obligations of the Holder. a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such 5.1 The Holder shall furnish in writing to the Company such information regarding itselfhimself, the Registrable Securities held by it him and the intended method of disposition of the Registrable Securities held by it him, as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with At least ten (10) Business Days prior to the first anticipated filing date of any resale of Registrable Securities by it pursuant to a Registration Statement, it the Company shall comply with notify the "Plan of Distribution" section Holder of the current prospectus relating information the Company requires from the Holder to have any of the Registrable Securities included in the Registration Statement. The Holder shall provide such information to the Company at least five (5) Business Days prior to the first anticipated filing date of such Registration Statement to have any of the Registrable Securities included in the Registration Statement. b. Each 5.2 The Holder, by such Holder's his acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement. c. Each 5.3 The Holder agrees that, upon receipt of any notice from the Company of either: (i) the commencement of the applicable suspension pursuant to Section 2.5 above, or (ii) the happening of any an event of pursuant to Section 3.6 hereof, the kind described in Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Holder is advised by the Company that such Holder's receipt dispositions may again be made. 5.4 The Holder represents, warrants and covenants that he is not engaged and will not be engaged in (i) any “short sales” (as such term is defined in Rule 200 promulgated under the Exchange Act) of the copies Registrable Securities, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of shares of Common Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the supplemented Registrable Securities; or amended prospectus contemplated by Section 3(f(ii) or any hedging transaction which establishes a net short position with respect to the first sentence of 3(e)Registrable Securities.

Obligations of the Holder. a. (a) At least five seven (57) calendar days prior to the first anticipated filing date of a Registration Statement Statement, the Company shall notify each a Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's its Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement Article 6 with respect to the such Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as 7140498v.6 the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale each case within seven (7) Business Days of Registrable Securities being notified by it pursuant to a Registration Statement, it shall comply with the "Plan Company of Distribution" section of the current prospectus relating to such Registration Statementits necessity. b. Each Holder, (b) A Holder by such Holder's its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement. c. Each (c) A Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f6.4(g) or the first sentence of 3(eSection 6.4(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f6.4(g) or the first sentence of 3(e)Section 6.4(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Holder in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to such Holder's receipt of a notice from the Company of the happening of any event of the kind described in Section 6.4(g) or the first sentence of Section 6.4(f) and for which such Holder has not yet settled. (d) As promptly as practicable after becoming aware of such event, a Holder shall notify the Company in writing of the happening of any event as a result of which the information provided in writing by such Holder to the Company expressly for use in the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no separate written notification shall be required for any event disclosed by such Holder in a timely filing with the SEC relating to the Company's securities.

Obligations of the Holder. a. At least five In connection with the registration of the Registrable Securities, the Holder shall have the following obligations: (5a) calendar days prior Notwithstanding anything to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It contrary, it shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such each Holder shall furnish in writing to the Company in writing such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably be required to effect the registration of such Registrable Securities (including, without limitation, completion of a selling shareholder questionnaire at the request of, and within the time period specified by, the Company), and such Holder shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale At least ten Business Days prior to the first anticipated filing date of Registrable Securities by it pursuant to a Registration Statement, it the Company shall comply notify the Holder and its counsel, whether in-house or otherwise (“Counsel”) of the information relating to the Holder and the Registrable Securities, which the Company requires from the Holder in order to prepare and file a Registration Statement that complies with the "Plan Securities Act (the “Requested Information”). If four Business Days prior to the anticipated filing date the Company has not received the Requested Information from the Holder or its Counsel, then the Company shall send the Holder and its Counsel a reminder of Distribution" section such information request. If two Business Days prior to the anticipated filing date the Company still has not received the Requested Information from the Holder or its Counsel, then the Company may determine to file the Registration Statement without including Registrable Securities of the current prospectus relating Holder. However, promptly upon receipt of the Requested Information, and at such Holder’s expense, the Company shall file such amendment(s) to such the Registration StatementStatement as may be necessary to include therein the Registrable Securities. b. (b) Each Holder, by such Holder's its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's ’s election to exclude all of such Holder's its Registrable Securities from such the Registration Statement. c. (c) Each Holder shall not prepare or use any Free Writing Prospectus (as such term is defined in Rule 405 under the Securities Act) unless any and all issuer information included therein has been approved by the Company. (d) As promptly as practicable after becoming aware of such event, each Holder shall notify the Company of the occurrence of any event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section Sections 3(e)(B), 3(e)(C) or 3(f) or above, the first sentence of 3(e), such Holder will shall immediately discontinue its disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until such the same the Holder's ’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3(f) and, if so directed by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the first sentence Company a certificate of 3(e)destruction) all copies (other than permanent file copies) in the Holder’s possession of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. (f) Each Holder shall take all other actions that are necessary to expedite and facilitate the disposition by the Holder of the Registrable Securities pursuant to the Registration Statement. (g) Each Holder hereby covenants and agrees that it will comply with any prospectus delivery requirements of the Securities Act applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.

Obligations of the Holder. a. At least five (5) calendar days prior to In connection with the first anticipated filing date registration of a Registration Statement the Company shall notify any Registrable Securities, each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included shall have the following obligations; provided, however, that solely the Purchaser (and no other Holder) shall have the obligation set forth in such Registration Statement. subsection (b) of this Section 4: (a) It shall be a condition precedent to the obligations of the Company to complete the registration a Registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale At least five (5) business days prior to the first anticipated filing date of a Registration Statement under which Registrable Securities by it pursuant to a Registration Statementwill be registered, it the Company shall comply with the "Plan of Distribution" section notify each Holder of the current prospectus relating information the Company requires from such Holder. Any such information 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. A Holder must provide such information to the Company at least two (2) business days prior to the first anticipated filing date of such Registration Statement if such Holder elects to have any Registrable Securities included in the Registration Statement. b. Each Holder(b) The Purchaser, by such Holder's its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any each Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities are to be included, each Holder agrees to enter into and perform such Holder’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless the Holder has notified the Company in writing of such the Holder's ’s election to exclude all of such the Holder's ’s Registrable Securities from such Registration Statement. c. (d) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section Sections 3(e), 3(f) or the first sentence of 3(e3(k), such the Holder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until such the Holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or 3(f) or notice from the first sentence Company of 3(e)the termination of the Grace Period, and, if so directed by the Company, the Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (e) Each Holder agrees that it will not effect any disposition or other transfer of the Registrable Securities that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act or pursuant to, and as contemplated in, a Registration Statement, and that it will promptly notify the Company of any material changes in the information set forth in a Registration Statement furnished by or regarding such Holder or its plan of distribution other than changes in the number of shares beneficially owned.

Obligations of the Holder. a. At least five (5i) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration take any action pursuant to this Agreement Debenture with respect to the Registrable Securities of a particular Holder that such the Holder shall furnish in writing to the Company such information regarding itselfthe Holder, the Registrable Securities held by it the Holder and the intended method of disposition of the Registrable Securities held by it such securities as shall be reasonably be required to effect the registration of such the Registrable Securities and shall execute such documents and agreements in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale At least five (5) Business Days prior to the first anticipated filing date of Registrable Securities by it pursuant to a the Registration Statement, it the Company shall comply with notify the "Plan of Distribution" section Holder of the current prospectus relating information the Company requires from he, she or it (the “Requested Information”) if he, she or it elects to such have any of its Registrable Securities included in the Registration Statement. If within three (3) Business Days of the filing date the Company has not received the Requested Information from the Holder, then the Company may file the Registration Statement without including Registrable Securities of the Holder. b. Each (ii) The Holder, by such Holder's its, his or her acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder. (iii) In the event of an underwritten offering, the Holder agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and to take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such the Holder has notified the Company in writing of such Holder's election decided not to exclude all of such Holder's Registrable Securities from such Registration Statementparticipate. c. Each (iv) The 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) or the first sentence of 3(e4.2(e), such the Holder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until such Holder's its, his or her receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f4.2(e) and, if so directed by the Company, the Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the first sentence Company a certificate of 3(e)such destruction) all copies, other than permanent file copies then in its, his or her possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Holder. a. (a) At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each the Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each The Holder covenants and agrees that, in connection with any resale sale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each (b) The Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement. c. Each (c) The Holder agrees that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).

Obligations of the Holder. a. At least five (5a) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such The Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it it, as shall reasonably be required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. Each At least five Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Holder), the Company shall notify the Holder covenants and agrees that, in connection with any resale of the information the Company requires from the Holder if the Holder's Registrable Securities by it pursuant or Additional Registrable Securities are to a Registration Statement, it shall comply with be included in the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each (b) The Holder, by such Holder's its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless such the Holder has notified the Company in writing of such Holder's its election to exclude all of such Holder's its Registrable Securities or Additional Registrable Securities, as applicable, from such the Registration Statement. c. Each (c) The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of rendering a Registration Statement no longer effective or available for use by the kind described in Section 3(f) or Holder, the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities or Additional Registrable Securities, until such the Holder's receipt of the copies of the supplemented or amended prospectus contemplated Prospectus filed with the SEC and declared effective and, if so directed by Section 3(fthe Company, the Holder shall deliver to the Company (at the expense of the Company) or destroy all copies in the first sentence Holder's possession, or instruct its agents or other representatives to deliver to the Company (at the Company's expense) or destroy all copies in such agents' or other representatives' possession, in either case of 3(e)the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice.

Obligations of the Holder. a. At least five (5a) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such The Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with At least five (5) Business Days prior to the first anticipated filing date of any resale of Registrable Securities by it pursuant to a Registration Statement, it the Company shall comply with notify the "Plan of Distribution" section Holder of the current prospectus relating information the Company requires from such Holder if the Holder elects to have any of the Registrable Securities included in the Registration Statement. The Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if the Holder elects to have any of the Registrable Securities included in the Registration Statement. b. Each (b) The Holder, by such Holder's its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless such the Holder has notified the Company in writing of such Holder's its election to exclude all of such Holder's its Registrable Securities from such Registration Statement. c. Each (c) The Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of pursuant to Section 3(h) hereof, the kind described in Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Holder is advised by the Company in writing that such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e)dispositions may again be made.

Obligations of the Holder. a. At least five (5a) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations obligation of the Company Trust to complete the registration pursuant to this Agreement with respect to register the Registrable Securities of a particular any Holder pursuant to Section 2.1 that such Holder shall furnish in writing to the Company Trust, upon request, such information regarding itself, the its Registrable Securities held by it and the intended method of disposition of the such Registrable Securities held by it as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Securities. (b) Each Holder covenants and agrees that, in connection with any resale of shall (i) offer to sell or otherwise distribute the Registrable Securities in reliance upon a registration contemplated by it pursuant to this Agreement only after a Registration Statement, it registration statement shall comply have been filed with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each HolderSEC, by such Holder's acceptance of (ii) sell or otherwise distribute the Registrable SecuritiesSecurities in reliance upon a registration only after a registration statement has been filed and declared effective under the Securities Act, agrees to cooperate with (iii) upon the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement. c. Each Holder agrees that, upon receipt of any notice from the Company Trust of the happening occurrence of any event of the kind described in Section 3(f2.2(f)(i)(B), (C) (but only with respect to the jurisdiction suspending qualification), (D) or the first sentence of 3(e(E), such Holder will immediately forthwith discontinue any offer and disposition of the Registrable Securities pursuant to any Registration Statement(s) the registration statement covering such Registrable Securities until such Holder's receipt of time as the Trust shall have remedied such event or prepared an appropriate amendment or supplement to the prospectus covering such Registrable Securities and, if so directed by the Trust, deliver to the Trust all copies of the supplemented defective prospectus covering such Registrable Securities that are then in such Holder’s possession or amended prospectus control, (iv) distribute the Registrable Securities in reliance upon a registration contemplated by Section 3(fthis Agreement only in accordance with the manner of distribution contemplated by the prospectus and (v) report to the Trust distributions made by such Holder of Registrable Securities pursuant to the prospectus. (c) During any period that a registration statement filed pursuant to this Agreement shall remain effective, no Holder shall (i) effect any stabilization transactions or engage in any stabilization activity in connection with the first sentence Shares or other equity securities of 3(e)the Trust in contravention of Regulation M under the Exchange Act, or (ii) permit any “Affiliated Purchaser” (as that term is defined in Regulation M under the Exchange Act) to bid for or purchase for any account in which such Holder has a beneficial interest, or attempt to induce any other person to purchase, any Shares or other equity securities of the Trust in contravention of Regulation M under the Exchange Act. (d) If the Trust is issuing or selling equity securities to the public in an underwritten offering, and the managing underwriter or underwriters for such underwritten offering so request, the Holders shall refrain from effecting any public sale or distribution of Registrable Securities or any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, for a period commencing on the tenth (10th) day prior to the date such underwritten offering commences (such offering being deemed to commence for this purpose on the later of the effective date for the registration statement for such offering or, if applicable, the date of the prospectus supplement for such offering) and ending 90 days after such underwritten offering commences; provided that all officers and directors of the Trust and holders of at least five percent (5%) of the Trust’s Shares enter into similar agreements and subject to any concession (such as early release from such lock-up) granted to any such officers, directors or holders.

Obligations of the Holder. a. At least five (5) calendar days prior to In connection with the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing registration of the information Registrable Securities, the Company requires from each such Holder if such Holder elects to shall have any of such Holder's Registrable Securities included in such Registration Statementthe following obligations: 1. It shall be a condition precedent to the obligations of the Company to complete the registration take any action pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such the Holder shall furnish in writing to the Company such information regarding itselfthe Holder, the Registrable Securities held by it the Holder and the intended method of disposition of the Registrable Securities held by it the Holder as shall reasonably be required to effect the registration of such the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each 2. The Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, hereunder unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such the Registration Statement. c. Each 3. The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(fsection 3(e) or the first sentence of 3(e3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section section 3(e) or 3(f) and, if so directed by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the first sentence Company a certificate of 3(e)destruction) all copies in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company shall use its reasonable best efforts to limit the duration of any discontinuance of disposition of Registrable Securities pursuant to this paragraph.

Obligations of the Holder. a. At least five (5a) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Each Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and it, the intended method of disposition of the Registrable Securities held by it and such other information as may be required to be disclosed by it under the Securities Act, as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with At least ten (10) Business Days prior to the first anticipated filing date of any resale of Registrable Securities by it pursuant to a Registration Statement, it the Company shall comply with the "Plan of Distribution" section notify each Holder of the current prospectus relating information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in the Registration Statement. A Holder shall provide such information to the Company at least five (5) Business Days prior to the first anticipated filing date of such Registration Statement if such Holder elects to have any of the Registrable Securities included in such Registration Statement. b. (b) Each Holder, by such Holder's its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless such Holder Buyer has notified the Company in writing of such Holder's its election to exclude all of such Holder's its Registrable Securities from such Registration Statement. c. (c) In the event of an underwritten offering which includes Registrable Securities of the Holders, each such Holder agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities. (d) Each Holder agrees that, upon receipt of any Delay Notice or any notice from the Company of the happening of any an event of the kind described in pursuant to Section 3(f3.1(j) or the first sentence of 3(e)hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until such the Holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated Prospectus filed with the SEC and declared effective and, if so directed by Section 3(fthe Company, the Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the first sentence Company a certificate of 3(e)destruction) all copies in the Holder’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice. (e) No Holder may participate in any third party underwritten registration hereunder unless it: (i) agrees to sell the Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company; (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. Notwithstanding the foregoing, no Holder shall be required to make any representations to such underwriter, other than those with respect to itself and the Registrable Securities owned by it, including its right to sell the Registrable Securities, and any indemnification in favor of the underwriter by the Holders shall be several and not joint and limited in the case of any Holder, to the proceeds received by such Holder from the sale of its Registrable Securities. The scope of any such indemnification in favor of an underwriter shall be limited to the same extent as the indemnity provided in Section 5.2 hereof.

Obligations of the Holder. a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each Holderx. Xxxxxx, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement. c. Each Holder x. Xxxxxx agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).

Obligations of the Holder. a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each the Holder in writing of the information the Company requires from each such the Holder if such the Holder elects to have any of such the Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such the Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each The Holder covenants and agrees that, in connection with any resale sale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each The Holder, by such the Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such the Holder has notified the Company in writing of such the Holder's election to exclude all of such the Holder's Registrable Securities from such Registration Statement. c. Each The 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) or the first sentence of 3(e), such the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such the Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).

Obligations of the Holder. a. At least five fifteen (515) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each Holder, by such Holder's acceptance of the Registrable thx Xxxxxxxable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement. c. Each Holder agrees that, upon receipt upox xxxxxxx of any notice from the Company of the happening of any event of the kind described in Section 3(f3(g) or the first sentence of 3(e3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f3(g) or the first sentence of 3(e3(f).

Obligations of the Holder. a. At least five (5) calendar days prior to In connection with the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing registration of the information Registrable Securities, the Company requires from each such Holder if such Holder elects to shall have any of such Holder's Registrable Securities included in such Registration Statement. the following obligations: (a) It shall be a condition precedent to the obligations of the Company Probex to complete the registration pursuant to this Agreement Section 20 with respect to the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company Probex such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company Probex may reasonably request. Each Holder covenants and agrees that, in connection with any resale As least ten business days prior to the first anticipated filing date of Registrable Securities by it pursuant to a the Registration Statement, it Probex shall comply with notify each Holder and its counsel, whether in-house or otherwise of the information Probex requires from each such Holder (the "Plan Requested Information") if such Holder elects to have any of Distribution" section of its Registrable Securities included in the current prospectus relating to such Registration Statement.. If at least four business days prior to the anticipated filing date Probex has not received the Requested Information from an Holder (a "Non-Responsive Holder") or its counsel, then Probex shall send such Non-Responsive Holder and its counsel a reminder of such information request. If at least two business days prior to the anticipated filing date Probex still has not received the Requested Information from such Non-Responsive Holder or its counsel, then Probex may file the Registration Statement without including Registrable Securities of such Non-Responsive Holder and have no further registration obligations to the Non-Responsive Holder; b. (b) Each Holder, Holder by such Holder's its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company Probex in connection with the preparation and filing of any the Registration Statement hereunder, unless such Holder has notified the Company Probex in writing of such Holder's its election to exclude all of such Holder's its Registrable Securities from such the Registration Statement.; Probex shall, on its part, ensure that Item 507 of Regulation S-K of the Securities Act (regarding information on the selling security holders) be complied with in connection with its preparation and filing of the Registration Statement hereunder; c. (c) As promptly as practicable after becoming aware of such event, notify Probex of the occurrence 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 a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (d) Each Holder agrees that, upon receipt of any written notice from the Company Probex of the happening occurrence of any event of the kind described in Section 3(f20.2(e) or the first sentence of 3(e20.2(f), such Holder will it shall immediately discontinue its disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3(f20.2(e) and, if so directed by Probex, such Holder shall deliver to Probex (at the expense of Probex) or destroy (and deliver to Probex a certificate of destruction) all copies in such Holder's possession, of the first sentence Prospectus covering such Registrable Securities current at the time of 3(e)receipt of such notice.