Common use of Obligations of the Holders Clause in Contracts

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. In connection with the registration of the Registrable Securities, the Holders shall have the following obligations: (a) Each Holder agrees that, upon receipt It shall be a condition precedent to the obligations of any notice from the Company to complete the registration pursuant to this Agreement of the happening Registrable Securities of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, each Holder that such Holder shall discontinue furnish 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 included in held by it, as shall be reasonably required to effect the Registration Statement until registration of such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout PeriodRegistrable Securities, and, if so directed by the Company, and such Holder shall deliver to execute such documents in connection with such registration as the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticemay reasonably request. (b) The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by its 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, unless such Holder has notified the Company in writing of its such Holder’s election to exclude all of its such Holder’s Registrable Securities from such the Registration Statement. (c) The Holders 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 and such approval shall not be unreasonably delayed, conditioned or withheld. (d) As promptly as practicable after becoming aware of such event, the Holders 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 Sections 3(e)(B), 3(e)(C) or 3(f) above, such Holder shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement. (f) Each Holder shall take all other reasonable actions 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 Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f4(g) hereof or of the commencement of a Blackout Periodhereof, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f4(g) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticehereof. (b) The holders Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities shall provide such information as may reasonably be requested by the Company, pursuant to a Registration Statement or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements to receive a prospectus relating thereto, in order unless such Holder has furnished the Company with all material information required to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire be set forth in the form Selling Securityholder Questionnaire attached to this Agreement as Annex A (B. Any sale of any Registrable Securities by any Holder shall constitute a “Selling Securityholder Questionnaire”) representation and warranty by such Holder pursuant to a Registration Statement that such prospectus does not as of the time of such sale contain any untrue statement of a material fact regarding such Holder or omit to state any update thereto material fact regarding such Holder necessary to make the statements in such prospectus, in the light of the circumstances under which they were made, not later than three (3) Business Days following a request therefore from misleading, solely to the Companyextent such facts are based upon, and in conformity with, the information regarding such Holder furnished in writing to the Company by such Holder expressly for use in such prospectus. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. In connection with any Secondary Qualification, the Holders participating in such Secondary Qualification will: (a) Each provide, in writing, such information with respect to such Holder agrees thatincluding the number of securities of the Corporation held by such Holder as may be reasonably required by the Corporation to comply with the applicable Securities Laws in each jurisdiction in which the Secondary Qualification is to be effected; (b) if required under applicable Securities Laws, upon receipt execute any certificate forming part of any notice from a preliminary prospectus, final prospectus, registration statement or similar document to be filed with the Company applicable Commissions or, if applicable under Section 2.2(b), the SEC; (c) immediately notify the Corporation of the happening of any event during the Distribution Period, as a result of which the preliminary prospectus, final prospectus or the registration statement, as in effect, would include a misrepresentation insofar as such misrepresentation relates to such Holder or relates to information provided by such Holder to the Corporation in writing for inclusion in the preliminary prospectus, final prospectus or the registration statement; (d) comply with all applicable published policies, rules, regulations, forms, instruments, blanket orders and rulings of the kind described applicable Commissions and, if applicable under Section 2.2(b), the SEC, and any stock exchange and over-the-counter market on which the Common Shares are then listed and to otherwise comply with applicable Securities Laws; and (e) not effect or permit to be effected sales of Designated Qualifiable Securities or deliver or permit to be delivered any prospectus or registration statement in Section 4(f) hereof respect of such sale after notification by the Corporation of any order or ruling suspending the effectiveness of the commencement of a Blackout Periodprospectus or registration statement or after notification by the Corporation under subsection 3.1(g), until the Corporation advises such Holder shall discontinue the disposition that such suspension has been lifted or that it has filed an amendment to such prospectus or registration statement and has provided copies of Registrable Securities included in the Registration Statement until such amendment to such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and. Such Holder will, if so directed by the CompanyCorporation, such Holder shall deliver to the Company Corporation (at the CompanyCorporation’s expense) all copies (including, without limitation, any and all drafts)copies, other than permanent file copies, then in such Holder’s possession, possession of the such prospectus covering such Registrable the Designated Qualifiable Securities current that was in effect at the time of receipt of such notice. (b) The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. In connection with the registration of the Registrable Securities, the Holders shall have the following obligations: (aA) Each Holder agrees that, upon receipt It shall be a condition precedent to the obligations of any notice from the Company of to complete the happening of any event of registration pursuant to this Agreement with respect to the kind described in Section 4(f) hereof or of the commencement Registrable Securities of a Blackout Period, particular Holder that such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver furnish to the Company (at such information regarding itself, the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at held by it and the time intended method of receipt of such notice. (b) The holders disposition of the Registrable Securities held by it as shall provide such information as may be reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order required to effect the registration of any such Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and shall execute such documents in connection with such registration as the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company.Company may reasonably request; (cB) Each Holder, Holder by 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 its election to exclude all of its Registrable Securities from such the Registration Statement; and (C) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 3(E) or 3(F), it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) 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 Company a certificate of destruction) all copies in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. (D) In the case of an underwritten public offering of the Company's securities, at the request of the underwriter, each Holder will agree not to publicly sell that amount of Registrable Securities as designated by the underwriter for such period (not to exceed 180 days) as also designated by such underwriter.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f4(h) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f4(h) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this the Subscription Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f4(h) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f4(h) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees thatAt any time, upon receipt of any notice and from time to time, after the Registration Effectiveness Date, the Company may notify one or more of the Holders (in each case, the “Specified Holders”) in writing (each, a “Suspension Notice”) of the happening of of: (i) any event of the kind described in Section 4(f4(h) hereof or (j); (ii) any Blackout Period; or (iii) only with respect to a Holder who is an “insider” covered by such program, any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s Board of Directors, of the commencement ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information (each, a Blackout Period“Suspension Event”). Upon receipt of any Suspension Notice, such each Specified Holder shall as promptly as practicable discontinue the disposition of such Holder’s Registrable Securities included in covered by the Registration Statement until such Holder’s receipt of the copies of Specified Holder receives the supplemented or amended prospectus contemplated by Section 4(f) hereof 4(h), such blackout period shall have terminated or notice the restriction on the ability of “insiders” to transact in the end of the Blackout PeriodCompany’s securities is removed, as applicable, and, if so directed by the Company, each such Specified Holder shall will deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts)copies, other than permanent file copies, copies then in such Specified Holder’s possession, of the most recent prospectus covering such Specified Holder’s Registrable Securities current at the time of receipt of such noticeSuspension Notice. The foregoing right to delay or suspend may be exercised by the Company for no longer than sixty (60) Trading Days in any consecutive 12-month period (and for the avoidance of doubt, if the delay or suspension relates to a Blackout Period, the period of delay or suspension shall also count against the maximum number of days for Blackout Periods in the definition of such term). (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statementthe Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company). (c) Each Holder, by 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 its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and the natural persons thereof that have voting and dispositive control over the Registrable Securities. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within five (5) Business Days of the Company’s request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only until such information is delivered to the Company; (b) Each Holder covenants and agrees that it will not sell any Registrable Securities under the Registration Statement until the Company has electronically filed the prospectus as then amended or supplemented as contemplated in Section 1.3(b); and (c) Each Holder agrees by its acquisition of Registrable Securities that, upon receipt of any a notice from the Company of the happening occurrence of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period1.3(f), such Holder shall will forthwith discontinue the disposition of such Registrable Securities included in under the Registration Statement until such HolderXxxxxx’s receipt of the copies of the supplemented or prospectus and/or amended prospectus Registration Statement contemplated by Section 4(f) hereof 1.3(j), or notice until it is advised in writing by the Company that the use of the end of the Blackout Periodapplicable prospectus may be resumed, and, if so directed in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then reference in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of any selling Holder agrees thatthat such Holder shall furnish to the Company such information regarding itself, upon the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of such Holder’s Registrable Securities. If any registration statement or comparable statement under the Securities Act refers to an Investor or any of their respective Affiliates, by name or otherwise, as the holder of any securities of the Company then, unless counsel to the Company advises the Company that the Securities Act requires that such reference be included in any such statement, each such Holder shall have the right to require the deletion of such reference to itself and its Affiliates. (b) Upon receipt of any notice from the Company of the happening of any transaction or occurrence of any event of the kind described specified in Section 4(fSections 4(g) hereof or of the commencement of a Blackout Period4(k), such Holder shall will forthwith discontinue the disposition of Registrable Securities included in the Registration Statement pursuant to any registration statement at issue until such Holder’s receipt of the copies of the a supplemented or amended prospectus contemplated by Section 4(f4(c) hereof and receives notice that any post-effective amendment (if required) has become effective or notice until it is advised in writing by the Company that the use of the end of the Blackout Periodapplicable prospectus and registration statement may be resumed, and, if so directed by the Company, such Holder shall will deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts)in such Holder’s possession, other than permanent file copies, copies then in such Holder’s possession, of the registration statement and prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder hereby covenants and agrees to comply with the Maximum Resale Limitations and the provisions of Section 4 of this Agreement. (b) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f5(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities Shares included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f5(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities Shares current at the time of receipt of such notice. (bc) The holders Holders of the Registrable Securities Shares shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities Shares under the Securities Act pursuant to Section 3(a) and/or 3(b3(c) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Security Holder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (cd) Each Holder, by its acceptance of the Registrable SecuritiesShares, 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 its election to exclude all of its Registrable Securities Shares from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f4(h) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f4(h) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement the Subscription Agreements as Annex A (a “Selling Securityholder Notice and Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (d) Each Holder of 5% or more of the Registrable Securities, regardless of its participation in a Secondary Offering, agrees to execute a lock-up or market standoff agreement on the terms and for the same period (both pre- and post-effectiveness) as is approved by the Holders of a majority of the Registrable Securities to be included in such Secondary Offering entered into in connection with such Secondary Offering, in customary form with the underwriter(s) or investment bank(s) selected for such Secondary Offering.

Obligations of the Holders. (a) A Holder may not participate in any underwritten registration under Section 1.4 hereunder unless it (i) agrees to sell its Registrable Securities on the basis provided in any reasonable underwriting arrangements approved by the Company and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably and customarily required under the terms of such underwriting arrangements. (b) In connection with any registration of Registrable Securities, the Company may require each Holder to furnish to the Company such information regarding itself and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing. (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 4(f1.5(c)(ii)- (vii) hereof or of hereof, the commencement of a Blackout Period, such Holder shall will forthwith discontinue the disposition of Registrable Securities included in covered by such registration statement or prospectus until the Registration Statement until such Holder’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f1.5(c)(i) hereof hereof, or notice until it is advised in writing by the Company that the use of the end applicable prospectus may be resumed, and has received copies of the Blackout Periodany additional or supple mental filings which are incorporated by reference in such prospectus, and, if so directed by the Company, such the Holder shall will deliver to the Company (at the Company’s 's expense) all copies (including, without limitation, any and all drafts)copies, other than permanent file copies, copies then in such the Holder’s 's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.. If the Company shall give any such notice, the time period mentioned in Section 1.3 (ba) The holders shall be extended by the number of days during the time period from and including the date of the Registrable Securities shall provide giving of such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act notice pursuant to Section 3(a1.5(c) and/or 3(b) of this Agreement hereof to and in connection with including the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in date when the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from Holder shall have received the Company. (c) Each Holder, by its acceptance copies of the Registrable Securities, agrees to cooperate with the Company as reasonably requested supplemented or amended prospectus contemplated 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 its election to exclude all of its Registrable Securities from such Registration StatementSection 1.5(c) hereof.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f4(h) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities Shares included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f4(h) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities Shares current at the time of receipt of such notice. (b) The holders Holders of the Registrable Securities Shares shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities Shares under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by its acceptance of the Registrable SecuritiesShares, 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 its election to exclude all of its Registrable Securities Shares from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f4(g) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f4(g) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f4(j) hereof or of the commencement of a Blackout PeriodPeriod (which notice shall not include material non-public information), such Holder shall discontinue the disposition of Registrable Securities included in the such Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f4(j) hereof or notice of the end of the Blackout Period, and. The foregoing right to delay or suspend may be exercised by the Company for no longer than seventy-five (75) Trading Days in any consecutive 12-month period (and for the avoidance of doubt, if so directed by the Companydelay or suspension relates to a Blackout Period, such Holder the period of delay or suspension shall deliver to also count against the Company (at maximum number of days for Blackout Periods in the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt definition of such noticeterm). (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed selling securityholder questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f4(g) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f4(g) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b3(d) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore therefor from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f4(g) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f4(g) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b3(a)3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f4(h) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f4(h) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this the Subscription Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (d) Each Holder, by its acceptable of the Registrable Securities, agrees that in connection with the IPO, such Holder shall not, without the prior written consent of such managing underwriter, during the period commencing on the date of the final prospectus relating to the IPO and ending on the date specified by the Company and such managing underwriter (such period not to exceed one hundred and eighty (180) days or such longer period, as the managing underwriter or the Company shall reasonably request in order to facilitate compliance with NYSE Member Rule 472 or any successor or similar rule or regulation), (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 5(d) shall not apply to sales of Registrable Securities to be included in a Secondary Offering pursuant to Section 3(d). The managing underwriter in connection with the IPO are intended third party beneficiaries of this Section 5(d) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stock-transfer instructions with respect to any securities subject to the foregoing restriction until the end of such period.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f4(h) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the such Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f4(h) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed selling securityholder questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and the natural persons thereof that have voting and dispositive control over the Registrable Securities. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within five (5) Business Days of the Company’s request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only until such information is delivered to the Company; (b) Each Holder covenants and agrees that it will not sell any Registrable Securities under the Registration Statement until the Company has electronically filed the prospectus as then amended or supplemented as contemplated in Section 1.3(b); and (c) Each Holder agrees by its acquisition of Registrable Securities that, upon receipt of any a notice from the Company of the happening occurrence of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period1.3(f), such Holder shall will forthwith discontinue the disposition of such Registrable Securities included in under the Registration Statement until such HolderHxxxxx’s receipt of the copies of the supplemented or prospectus and/or amended prospectus Registration Statement contemplated by Section 4(f) hereof 1.3(j), or notice until it is advised in writing by the Company that the use of the end of the Blackout Periodapplicable prospectus may be resumed, and, if so directed in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then reference in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. In connection with the registration of the Registrable Securities, the Holders covenant and agree to the following: (a) Each Holder agrees that, upon receipt It shall be a condition precedent to the obligations of any notice from the Company of the happening of to take any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, action pursuant to this Agreement with respect to each Holder that such Holder shall discontinue furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended methods of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify each Holder of the information the Company requires from each such Holder if it elects to have any of his Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticeStatement. (b) The holders Each Holder by his purchase of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by its acceptance of the Registrable Securities, Preferred Shares 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 its election to exclude all of its 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(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) and, if so requested in writing by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of such destruction) all copies, other than the permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice.

Obligations of the Holders. (a) The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and the natural persons thereof that have voting and dispositive control over the Registrable Securities. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within five (5) Business Days of the Company’s request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only until such information is delivered to the Company; (b) Each Holder covenants and agrees that it will not sell any Registrable Securities under the Registration Statement until the Company has electronically filed the prospectus as then amended or supplemented as contemplated in Section 1.3(b); and (c) Each Holder agrees by its acquisition of Registrable Securities that, upon receipt of any a notice from the Company of the happening occurrence of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period1.3(f), such Holder shall will forthwith discontinue the disposition of such Registrable Securities included in under the Registration Statement until such Holder’s receipt of the copies of the supplemented or prospectus and/or amended prospectus Registration Statement contemplated by Section 4(f) hereof 1.3(j), or notice until it is advised in writing by the Company that the use of the end of the Blackout Periodapplicable prospectus may be resumed, and, if so directed in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then reference in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b3(c) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore therefor from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. In connection with the registration of the Securities, each of the Holders shall: (a) Each Holder agrees thatfurnish to the Company such information regarding itself, the Securities held by it and the intended method of disposition of the Securities held by it as shall be reasonably requested by the Company and shall execute such documents in connection with such registration as the Company may reasonably request; (b) cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement or any amendment or supplement thereto; (c) upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f3(e), and/or 4(a) hereof or of this Agreement, immediately discontinue disposition of the commencement of Securities pursuant to a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement covering such Securities until such the Holder’s 's receipt of the copies of the supplemented or amended prospectus contemplated by such Section 4(f3(e) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the expense of the Company’s expense) or destroy (and deliver to the Company a certificate of destruction) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such the Holder’s 's possession, of the prospectus covering such Registrable the Securities current at the time of receipt of the notice of the happening of an event as described in such notice.sections; (bd) The holders upon receipt of any Delay Notice, immediately discontinue the sale or disposition of the Registrable Securities shall provide such information as may reasonably be requested by until the Company, expiration of the Allowed Delay or the managing underwriter, if any, any extension thereof pursuant to a subsequent Delay Notice; and (e) comply with all applicable laws and regulations in connection with the preparation of any registration statementsale, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) transfer or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by its acceptance other disposition 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 its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s 's expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s 's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s 's obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “"Selling Securityholder Questionnaire”") or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees thatAt any time, upon receipt of any notice and from time to time, after the Registration Effectiveness Date, the Company may notify one or more of the Holders (in each case, the “Specified Holders”) in writing (each, a “Suspension Notice”) of the happening of of: (i) any event of the kind described in Section 4(f4(h) hereof or (j); (ii) any Blackout Period; or (iii) only with respect to a Holder who is an “insider” covered by such program, any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s Board of Directors, of the commencement ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information (each, a Blackout Period“Suspension Event”). Upon receipt of any Suspension Notice, such each Specified Holder shall as promptly as practicable discontinue the disposition of such Holder’s Registrable Securities included in covered by the Registration Statement until such Holder’s receipt of the copies of Specified Holder receives the supplemented or amended prospectus contemplated by Section 4(f) hereof 4(h), such Blackout Period shall have terminated or notice the restriction on the ability of “insiders” to transact in the end of the Blackout PeriodCompany’s securities is removed, as applicable, and, if so directed by the Company, each such Specified Holder shall will deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts)copies, other than permanent file copies, copies then in such Specified Holder’s possession, of the most recent prospectus covering such Specified Holder’s Registrable Securities current at the time of receipt of such noticeSuspension Notice. The foregoing right to delay or suspend may be exercised by the Company for no longer than sixty (60) Trading Days in any consecutive twelve (12)-month period (and for the avoidance of doubt, if the delay or suspension relates to a Blackout Period, the period of delay or suspension shall also count against the maximum number of days for Blackout Periods in the definition of such term). (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statementthe Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company). (c) Each Holder, by 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 Xxxxxx has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees thatAt any time, upon receipt of any notice and from time to time, after the Registration Effectiveness Date, the Company may notify one or more of the Holders (in each case, the “Specified Holders”) in writing (each, a “Suspension Notice”) of the happening of of: (i) any event of the kind described in Section 4(f4(j) hereof or (l); (ii) any Blackout Period; or (iii) only with respect to a Holder who is an “insider” covered by such program, any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s Board of Directors, of the commencement ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information (each, a Blackout Period“Suspension Event”). Upon receipt of any Suspension Notice, such each Specified Holder shall as promptly as practicable discontinue the disposition of such Holder’s Registrable Securities included in covered by the Registration Statement until such Holder’s receipt of the copies of Specified Holder receives the supplemented or amended prospectus contemplated by Section 4(f) hereof 4(j), such blackout period shall have terminated or notice the restriction on the ability of “insiders” to transact in the end of the Blackout PeriodCompany’s securities is removed, as applicable, and, if so directed by the Company, each such Specified Holder shall will deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts)copies, other than permanent file copies, copies then in such Specified Holder’s possession, of the most recent prospectus covering such Specified Holder’s Registrable Securities current at the time of receipt of such noticeSuspension Notice. The foregoing right to delay or suspend may be exercised by the Company for no longer than seventy-five (75) Trading Days in any consecutive 12-month period (and for the avoidance of doubt, if the delay or suspension relates to a Blackout Period, the period of delay or suspension shall also count against the maximum number of days for Blackout Periods in the definition of such term). (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statementthe Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Xxxxxx has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt a. The Company shall notify the Holders in writing of any notice the information the Company reasonably requires from the Company of the happening of Holders in connection with any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder hereunder. The Holders shall deliver furnish to the Company (at such information regarding such Holders, the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at held by them and the time intended method of receipt of such notice. (b) The holders disposition of the Registrable Securities held by them as shall provide such information as may be reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order required to effect the registration of any such Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and shall execute such documents in connection with such registration as the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the CompanyCompany may reasonably request. (c) Each Holder, by its acceptance of the Registrable Securities, agrees b. The Holders agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder. c. The Holders agree that, unless 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(f) or the first sentence of Section 3(e), the Holders will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Holders’ receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Holder has notified 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 writing Section 3(f) or the first sentence of its election to exclude all of its Registrable Securities from such Registration StatementSection 3(e) and for which the Holder has not yet settled.

Obligations of the Holders. In connection with the registration of the -------------------------- Registrable Securities, each Holders shall have the following obligations: (a) Each Holder agrees that, upon receipt At the written request of any notice from the Company not later than fifteen (15) business days prior to the anticipated filing date, furnish to the Company such information regarding such Holder, the Registrable Securities held by such Holder, and the intended method of disposition of the happening Registrable Securities held by such Holder, as shall be reasonably required to effect the Registration of any event such Registrable Securities, and the Holders shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Holders' Counsel of the kind described in Section 4(f) hereof or of information the commencement of a Blackout Period, such Company requires from each Holder shall discontinue the disposition of Registrable Securities to be included in the Registration Statement until such Holder’s receipt Statement. If the Company has given proper notice under the first sentence of this Section 4(a) and within two (2) business days of the copies anticipated filing date of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to Registration Statement the Company has not received the requested information from a Holder (at the Company’s expense) all copies (including, without limitation, any and all draftsa "Non-Responsive Holder"), other than permanent then the Company may file copies, then in such Holder’s possession, of the prospectus covering such --------------------- Registration Statement without including the Registrable Securities current at the time of receipt of such noticeNon- Responsive Holder. (b) The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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; and (c) Each Holder agrees that, unless such Holder has notified upon receipt of any notice from the Company of the happening of any event of the kind described in writing of its election to exclude all Section 3(f) or ------------ 3(g) above, it will immediately discontinue disposition of its Registrable ---- Securities from pursuant to the Registration Statement covering such Registration Statement.Registrable Securities until such copies of the supplemented or amended prospectus contemplated by Section 3(f) or 3(g) shall be furnished to the Holders. ------------ ----

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably and customarily requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless such Holder Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (b) Each Holder agrees that, upon receipt of any notice from the Company of either and subject to the payment of liquidated damages if applicable, (i) the commencement of an Allowed Delay pursuant to Section 2(g) or (ii) the happening of an event pursuant to Sections 3(d)(iii), 3(d)(v) and 3(d)(vi) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities (but may sell other than pursuant to the Registration Statement if such Registrable Securities are elegible for resale pursuant to Rule 144), until the Holder is advised by the Company that such dispositions may again be made. Notwithstanding anything to the contrary in this Section 5(c), the Holder may dispose of Ordinary Shares and the Company shall cause its transfer agent to deliver unlegended Ordinary Shares to a transferee of a Holder in connection with any sale of Registrable Securities with respect to which such 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 subclauses (i) and (ii) of this Section 5(c), and for which such Holder has not yet settled.

Obligations of the Holders. (a) Each Holder agrees thatAt any time, upon receipt of any notice and from time to time, after the Registration Effectiveness Date, the Company may notify one or more of the Holders (in each case, the “Specified Holders”) in writing (each, a “Suspension Notice”) of the happening of of: (i) any event of the kind described in Section 4(f4(j) hereof or (l); (ii) any Blackout Period; or (iii) only with respect to a Holder who is an “insider” covered by such program, any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s Board of Directors, of the commencement ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information (each, a Blackout Period“Suspension Event”). Upon receipt of any Suspension Notice, such each Specified Holder shall as promptly as practicable discontinue the disposition of such Holder’s Registrable Securities included in covered by the Registration Statement until such Holder’s receipt of the copies of Specified Holder receives the supplemented or amended prospectus contemplated by Section 4(f) hereof 4(j), such blackout period shall have terminated or notice the restriction on the ability of “insiders” to transact in the end of the Blackout PeriodCompany’s securities is removed, as applicable, and, if so directed by the Company, each such Specified Holder shall will deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts)copies, other than permanent file copies, copies then in such Specified Holder’s possession, of the most recent prospectus covering such Specified Holder’s Registrable Securities current at the time of receipt of such noticeSuspension Notice. The foregoing right to delay or suspend may be exercised by the Company for no longer than seventy-five (75) Trading Days in any consecutive 12-month period (and for the avoidance of doubt, if the delay or suspension relates to a Blackout Period, the period of delay or suspension shall also count against the maximum number of days for Blackout Periods in the definition of such term). (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statementthe Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company). (c) Each Holder, by 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 its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f4(h) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f4(h) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this the Subscription Agreement as Annex A (a “Selling Securityholder Notice and Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (d) Each Holder of 5% or more of the Registrable Securities, regardless of its participation in a Secondary Offering, agrees to execute a lock-up or market standoff agreement on the terms and for the same period (both pre- and post-effectiveness) as is approved by the Holders of a majority of the Registrable Securities to be included in such Secondary Offering entered into in connection with such Secondary Offering, in customary form with the underwriter(s) or investment bank(s) selected for such Secondary Offering.

Obligations of the Holders. (a) In connection with the registration of the Registrable Securities, the Holders shall have the following obligations: It shall be a condition precedent to the obligations of the Company to effect the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish 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 required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five trading days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Holder of the information the Company requires from each such Holder. Each Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the 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. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(fSections 3(e) hereof or of the commencement of 3(f) or 3(p) (a Blackout Period"Suspension Notice"), such Holder shall will immediately discontinue the disposition of Registrable Securities included in pursuant to the Registration Statement covering such Registrable Securities until such Holder’s 's receipt of notice from the Company that it may resume disposition of Registrable Securities pursuant to the Registration Statement and, if applicable, the copies of the supplemented or amended prospectus contemplated by Section 4(fSections 3(e) hereof or notice of the end of the Blackout Period, 3(f) or 3(p) and, if so directed by the Company, such Holder shall deliver to the Company (at the expense of the Company’s expense) or destroy (and deliver to the Company a certificate of destruction) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s 's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders of . Notwithstanding anything to the contrary, subject to compliance with applicable laws, the Company shall cause the transfer agent for the Registrable Securities shall provide to deliver unlegended shares of Common Stock to a transferee of a Holder in connection with any sale of Registrable Securities pursuant to the Registration Statement with respect to which such information as Holder has entered into a contact for sale prior to receipt of a Suspension Notice and for which such Holder has not yet settled. No Holder may reasonably be requested participate in any underwritten distribution hereunder unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, or the managing underwriter(ii) completes and executes all questionnaires, if anypowers of attorney, in connection with the preparation of any registration statementindemnities, including amendments underwriting agreements and supplements thereto, in order to effect the registration of any Registrable Securities other documents reasonably required under the Securities Act terms of such underwriting arrangements, (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses of Holder in excess of those payable by the Company pursuant to Section 3(a5 below, and (iv) and/or 3(b) of this Agreement and complies with all applicable laws in connection with therewith. Notwithstanding anything in this Section 4(d) to the Company’s obligation contrary, this Section 4(d) is not intended to comply with federal and applicable state securities laws, including limit a completed questionnaire in Holder's rights under Sections 2(a) hereof. Each Holder agrees to provide prompt notice to the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) Company of its sale or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by its acceptance other disposition 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 its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. Subject to the last sentence of this Section 3(b), as a condition precedent to the obligations of the Company to file any Registration Statement, each Holder shall furnish in writing to the Company such information regarding such Holder (a) and any of its affiliates), the Registrable Securities to be sold and the intended method of distribution of such Registrable Securities reasonably requested by the Company as is reasonably necessary or advisable for inclusion in the Registration Statement relating to such offering pursuant to the Securities Act. Notwithstanding the foregoing, in no event will any party be required to disclose to any other party any personally identifiable information or personal financial information in respect of any individual, or confidential information of any Person. Each Holder agrees that, by acquisition of the Registrable Securities that (i) upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period3(a)(v), such Holder shall forthwith discontinue the its disposition of Registrable Securities included in pursuant to the Registration Statement registration statement relating to such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f3(a)(v); (ii) hereof or upon receipt of any notice from the Company of the end happening of any event of the Blackout Period, and, if so directed by the Companykind described in clause (A) of Section 3(a)(xi), such Holder shall deliver discontinue its disposition of Registrable Securities pursuant to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such registration statement until such Holder’s possession, receipt of the prospectus covering notice described in clause (C) of Section 3(a)(xi); and (iii) upon receipt of any notice from the Company of the happening of any event of the kind described in clause (B) of Section 3(a)(xi), such Holder shall discontinue its disposition of Registrable Securities current at pursuant to such registration statement in the time of applicable state jurisdiction(s) until such Holder’s receipt of such notice. the notice described in clause (b) The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(bC) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by its acceptance Section 3(a)(xi). The length of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of time that any Registration Statement hereunderis required to remain effective shall be extended by any period of time that such registration statement is unavailable for use pursuant to this paragraph, unless such Holder has notified provided, however, in no event shall any Registration Statement be required to remain effective after the Company in writing of its election to exclude date on which all of its Registrable Securities from such Registration Statementcease to be Registrable Securities.

Obligations of the Holders. 9.1 It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to each Holder that such Holder shall furnish to Newco such information regarding itself, the Registrable Securities held by it and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities and shall execute such documents and agreements in connection with such registration as Newco may reasonably request. At least ten days prior to the first anticipated filing date of the Registration Statement, the Company shall cause Newco to notify each Holder of the information Newco requires from each such Holder (athe "Requested Information") if he elects to have any of his Registrable Securities included in the Registration Statement. If within three Business Days of the filing date Newco has not received the Requested Information from a Holder (a "Non-Responsive Holder"), then the Company may permit Newco to file the Registration Statement without including Registrable Securities of such Non-Responsive Holders; 9.2 Each Holder, by his acceptance of the Registrable Securities, agrees to cooperate with Newco in connection with the preparation and filing of any registration statement hereunder, unless such Holder has decided not to participate; 9.3 In the case of registration contemplated by Section 7.1, in the event Holders holding a majority in interest of the Registrable Securities select underwriters for the offering, and in the case of registration contemplated by Section 7.2, in the event of an underwritten offering, each Holder agrees to enter into and perform his 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 (i) in the case of registration contemplated by Section 7.1, such Holder has notified Newco in writing of his election to exclude all of his Registrable Securities from the Registration Statement, or (ii) in the case of registration contemplated by Section 7.2, such Holder has decided not to participate; 9.4 Each Holder agrees that, upon receipt of any notice from the Company Newco of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period8.6, such Holder shall will immediately discontinue the disposition of Registrable Securities included in pursuant to the Registration Statement covering such Registrable Securities until such Holder’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, 8.6 and, if so directed by the CompanyNewco, such Holder shall deliver to the Company Newco (at the Company’s expenseexpense of Newco) or destroy (and deliver to Newco a certificate of such destruction) all copies (including, without limitation, any and all drafts)copies, other than permanent file copies, copies then in such Holder’s 's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.; 9.5 No Holder may participate in any underwritten registration hereunder unless such Holder (bi) The holders agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Holders 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 such Holder's pro rata portion of all underwriting discounts and commissions; and 9.6 In consideration of the Registrable Securities Company's agreements hereunder, each Holder agrees that, upon the request of Newco or any managing underwriter for any public offering of Newco's securities, it shall provide not sell, effect any short sale of, loan, pledge, grant any option for the purchase of, or otherwise dispose of any Common Stock (other than shares included in any registration effected hereunder) without the prior written consent of Newco or such information managing underwriter, as the case may reasonably be requested by be, for such period of time (not to exceed 180 days) from the Company, effective date of such registration as Newco or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Companyunderwriter may specify. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of any selling Holder agrees thatthat such Holder shall furnish to the Company such information regarding itself, upon the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder’s Registrable Securities. If any registration statement or comparable statement under the Securities Act refers to the Sellers or any of their respective affiliates, by name or otherwise, as the holder of any securities of the Company then, unless counsel to the Company advises the Company that the Securities Act requires that such reference be included in any such statement, each such holder shall have the right to require the deletion of such reference to itself and its Affiliates. (b) Upon receipt of any notice from the Company of the happening of any transaction or occurrence of any event of the kind described specified in Section 4(fSections 4(g) hereof or of the commencement of a Blackout Period4(j), such Holder shall will forthwith discontinue the disposition of Registrable Securities included in the Registration Statement pursuant to any registration statement at issue until such Holder’s receipt of the copies of the a supplemented or amended prospectus contemplated by Section 4(f4(c) hereof and receives notice that any post-effective amendment (if required) has become effective or notice until it is advised in writing by the Company that the use of the end of the Blackout Periodapplicable prospectus and registration statement may be resumed, and, if so directed by the Company, such Holder shall will deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts)in such Holder’s possession, other than permanent file copies, copies then in such Holder’s possession, of the registration statement and prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a(a)a.i.1(a) and/or 3(b(a)a.i.1(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. In connection with the registration of the Registrable Securities, each Holder shall have the following obligations: (a) Each Holder agrees that, upon receipt Prior to the filing of any notice from Registration Statement, promptly furnish to the Company such information regarding such Holder, the Registrable Securities held by such Holder, and the intended method of disposition of the happening Registrable Securities held by such Holder, as shall be reasonably required to effect the Registration of any event such registrable Securities, and the Holders shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Holders' Counsel of the kind described in Section 4(f) hereof or of information the commencement of a Blackout Period, such Company requires from each Holder shall discontinue the disposition of Registrable Securities to be included in the Registration Statement until such Holder’s receipt of Statement. If within ten (10) business days after the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to date on which the Company requests such information the Company has not received the requested information from a Holder (at the Company’s expense) all copies (including, without limitation, any and all drafts"Non-Responsive Holder"), other than permanent then the Company may file copies, then in such Holder’s possession, of the prospectus covering such Registration Statement without including the Registrable Securities current at the time of receipt of such noticeNon-Responsive Holder. (b) The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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; and (c) Each Holder agrees that, unless such Holder has notified upon receipt of any notice from the Company of the happening of any event of the kind described in writing of its election to exclude all Section 3(f) or 3(g) above, it will immediately discontinue disposition of its Registrable Securities from pursuant to the Registration Statement covering such Registration StatementRegistrable Securities until such copies of the supplemented or amended prospectus contemplated by Section 3(f) or 3(g) shall be furnished to the Holders.

Obligations of the Holders. 9.1 It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to each Holder that such Holder shall furnish to Newco such information regarding itself, the Registrable Securities held by it and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities and shall execute such documents and agreements in connection with such registration as Newco may reasonably request. At least ten days prior to the first anticipated filing date of the Registration Statement, the Company shall cause Newco to notify each Holder of the information Newco requires from each such Holder (athe "Requested Information") if he elects to have any of his Registrable Securities included in the Registration Statement. If within three Business Days of the filing date Newco has not received the Requested Information from a Holder (a "Non-Responsive Holder"), then the Company may permit Newco to file the Registration Statement without including Registrable Securities of such Non-Responsive Holders; 9.2 Each Holder, by his acceptance of the Registrable Securities, agrees to cooperate with Newco in connection with the preparation and filing of any registration statement hereunder, unless such Holder has decided not to participate; 9.3 In the case of registration contemplated by Section 7.1, in the event Holders holding a majority in interest of the Registrable Securities select underwriters for the offering, and in the case of registration contemplated by Section 7.2, in the event of an underwritten offering, each Holder agrees to enter into and perform his 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 (i) in the case of registration contemplated by Section 7.1, such Holder has notified Newco in writing of his election to exclude all of his Registrable Securities from the Registration Statement, or (ii) in the case of registration contemplated by Section 7.2, such Holder has decided not to participate; 9.4 Each Holder agrees that, upon receipt of any notice from the Company Newco of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period8.6, such Holder shall will immediately discontinue the disposition of Registrable Securities included in pursuant to the Registration Statement covering such Registrable Securities until such Holder’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, 8.6 and, if so directed by the CompanyNewco, such Holder shall deliver to the Company Newco (at the Company’s expenseexpense of Newco) or destroy (and deliver to Newco a certificate of such destruction) all copies (including, without limitation, any and all drafts)copies, other than permanent file copies, copies then in such Holder’s 's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders of the Registrable Securities shall provide such information as ; 9.5 No Holder may reasonably be requested by the Company, or the managing underwriter, if any, participate in connection with the preparation of any underwritten registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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, hereunder unless such Holder has notified the Company in writing of its election (i) agrees to exclude all of its sell such Holder's Registrable Securities from on the basis provided in any underwriting arrangements approved by the Holders entitled hereunder to approve such Registration Statement.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 such Holder's pro rata portion of all underwriting discounts and commissions; and

Obligations of the Holders. In connection with the registration of the Securities, each of the Holders shall: (a) Each Holder agrees thatfurnish to the Company such information regarding itself, the Securities held by it and the intended method of disposition of the Securities held by it as shall be reasonably requested by the Company and shall execute such documents in connection with such registration as the Company may reasonably request; (b) cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement or any amendment or supplement thereto; (c) upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f3(f),and/or 3(g) hereof or of this Agreement, immediately discontinue disposition of the commencement Securities pursuant to a Registration Statement covering such the Securities, in the case of a Blackout Periodnotice pursuant to Section 3(f), such Holder shall discontinue until the disposition of Registrable Securities included in the Registration Statement until such Holder’s 's receipt of the copies of the supplemented or amended prospectus contemplated by such Section 4(f) hereof or notice of the end of the Blackout Period, 3(f); and, if so directed by the Company, such Holder shall deliver to the Company (at the expense of the Company’s expense) or destroy (and deliver to the Company a certificate of destruction) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such the Holder’s 's possession, of the prospectus covering such Registrable the Securities current at the time of receipt of the notice of the happening of an event as described in such notice.sections; (bd) The holders upon receipt of any Delay Notice, immediately discontinue the sale or disposition of the Registrable Securities shall provide such information as may reasonably be requested by until the Company, expiration of the Allowed Delay or the managing underwriter, if any, any extension thereof pursuant to a subsequent Delay Notice; and (e) comply with all applicable laws and regulations in connection with the preparation of any registration statementsale, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) transfer or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by its acceptance other disposition 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 its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees thatIn connection with the registration of the Registrable Securities, upon receipt the Holders shall have the following obligations: a. It shall be a condition precedent to the obligations of any notice from the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, Holders that each such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver furnish to the Company (at such information regarding itself, the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at held by it and the time intended method of receipt of such notice. (b) The holders disposition of the Registrable Securities held by it as shall provide such information as may be reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order required to effect the registration of any such Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and as are customarily provided by selling stockholders and shall execute such documents in connection with such registration as the Company’s obligation Company may reasonably request and as are customarily executed by selling stockholders; provided that any such information shall be used only in connection with such registration. At least five (5) business days prior to comply with federal and applicable state securities lawsthe first anticipated filing date of the Registration Statement, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) Company shall notify the Holders or any update thereto not later than three (3) Business Days following a request therefore their counsel of the information the Company requires from the CompanyHolders in accordance with this Section 5(a). (c) b. Each Holder, by 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 hereunderStatement, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from such the Registration Statement. c. The Holders agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(e) or 4(f), such Holders will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holders' receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(e) or 4(f) and, if so directed by the Company, such Holders shall, at their option, deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Holders' possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice. d. The Holders may not participate in any underwritten registration hereunder unless such Holders (i) agree to sell such Registrable Securities on the basis provided in any underwriting arrangements entered into by the Company, (ii) complete and execute all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) reasonably required under the terms of such underwriting arrangements, and (iii) agree to pay their pro rata share of all underwriting discounts and commissions and their own expenses (including, without limitation, counsel fees, except as specifically provided herein).

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (b) Each Holder agrees that, upon receipt of any notice from the Company of either and subject to the payment of liquidated damages if applicable, (i) the commencement of an Allowed Delay pursuant to Section 2(g) or (ii) the happening of an event pursuant to Sections 3(d)(iii), 3(d)(v) and 3(d)(vi) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities (but may sell other than pursuant to the Registration Statement if such Registrable Securities are eligible for resale pursuant to Rule 144), until the Holder is advised by the Company that such dispositions may again be made. Notwithstanding anything to the contrary in this Section 5(c), the Holder may dispose of shares of Common Stock and 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 such 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 subclauses (i) and (ii) of this Section 5(c), and for which such Holder has not yet settled.

Obligations of the Holders. (a) Each It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of any selling Holder agrees thatthat such Holder shall furnish to the Company such information regarding itself, upon the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder’s Registrable Securities. If any registration statement or comparable statement under the Securities Act refers to an Investor or any of their respective affiliates, by name or otherwise, as the holder of any securities of the Company then, unless counsel to the Company advises the Company that the Securities Act requires that such reference be included in any such statement, each such holder shall have the right to require the deletion of such reference to itself and its Affiliates. (b) Upon receipt of any notice from the Company of the happening of any transaction or occurrence of any event of the kind described specified in Section 4(fSections 4(g) hereof or of the commencement of a Blackout Period4(i), such Holder shall will forthwith discontinue the disposition of Registrable Securities included in the Registration Statement pursuant to any registration statement at issue until such Holder’s receipt of the copies of the a supplemented or amended prospectus contemplated by Section 4(f4(c) hereof and receives notice that any post-effective amendment (if required) has become effective or notice until it is advised in writing by the Company that the use of the end of the Blackout Periodapplicable prospectus and registration statement may be resumed, and, if so directed by the Company, such Holder shall will deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts)in such Holder’s possession, other than permanent file copies, copies then in such Holder’s possession, of the registration statement and prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) a. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f4(j) hereof or of the commencement of a Blackout PeriodPeriod (which notice shall not include material non-public information), such Holder shall discontinue the disposition of Registrable Securities included in the such Registration Statement until such HolderXxxxxx’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f4(j) hereof or notice of the end of the Blackout Period, and. The foregoing right to delay or suspend may be exercised by the Company for no longer than seventy-five (75) Trading Days in any consecutive 12-month period (and for the avoidance of doubt, if so directed by the Companydelay or suspension relates to a Blackout Period, such Holder the period of delay or suspension shall deliver to also count against the Company (at maximum number of days for Blackout Periods in the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt definition of such noticeterm). (b) b. The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed selling securityholder questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) c. Each Holder, by 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 Holder Xxxxxx has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f4(g) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f4(g) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b3(c) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore therefor from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. In connection with the registration of the Registrable Securities, the Holders shall have the following obligations: (aA) Each Holder agrees that, upon receipt It shall be a condition precedent to the obligations of any notice from the Company of to complete the happening of any event of registration pursuant to this Agreement with respect to the kind described in Section 4(f) hereof or of the commencement Registrable Securities of a Blackout Period, particular Holder that such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver furnish to the Company (at such information regarding itself, the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at held by it and the time intended method of receipt of such notice. (b) The holders disposition of the Registrable Securities held by it as shall provide such information as may be reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order required to effect the registration of any such Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and shall execute such documents in connection with such registration as the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company.Company may reasonably request; (cB) Each Holder, Holder by 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 its election to exclude all of its Registrable Securities from such the Registration Statement; and (C) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 3(E) or 3(F), it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(E) 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 Company a certificate of destruction) all copies in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. (D) In the case of an underwritten public offering of the Company’s securities, at the request of the underwriter, each Holder will agree not to publicly sell that amount of Registrable Securities as designated by the underwriter for such period (not to exceed 180 days) as also designated by such underwriter.

Obligations of the Holders. (a) Each Holder agrees thatAt any time, upon receipt of any notice and from time to time, after the Registration Effectiveness Date, the Company may notify one or more of the Holders (in each case, the “Specified Holders”) in writing (each, a “Suspension Notice”) of the happening of of: (i) any event of the kind described in Section 4(f4(j); (ii) hereof any Blackout Period; or (iii) only with respect to a Holder who is an “insider” covered by such program, any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s Board of Directors, of the commencement ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information (each, a Blackout Period“Suspension Event”). Upon receipt of any Suspension Notice, such each Specified Holder shall as promptly as practicable discontinue the disposition of such Holder’s Registrable Securities included in covered by the Registration Statement until such Holder’s receipt of the copies of Specified Holder receives the supplemented or amended prospectus contemplated by Section 4(f) hereof 4(h), such blackout period shall have terminated or notice the restriction on the ability of “insiders” to transact in the end of the Blackout PeriodCompany’s securities is removed, as applicable, and, if so directed by the Company, each such Specified Holder shall will deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts)copies, other than permanent file copies, copies then in such Specified Holder’s possession, of the most recent prospectus covering such Specified Holder’s Registrable Securities current at the time of receipt of such noticeSuspension Notice. The foregoing right to delay or suspend may be exercised by the Company for no longer than ninety (90) Trading Days in any consecutive 12-month period (and for the avoidance of doubt, if the delay or suspension relates to a Blackout Period, the period of delay or suspension shall also count against the maximum number of days for Blackout Periods in the definition of such term). (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statementthe Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company). (c) Each Holder, by 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 its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. In connection with the registration of the Registrable Shares, each Holder shall have the following obligations: 4.1 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 Shares of a particular Holder that such Holder shall furnish to the Company such information regarding himself, the Registrable Shares held by him and the intended method of disposition of the Registrable Shares held by him as shall be reasonably required to effect the registration of such Registrable Shares and shall execute such documents in connection with such registration as the Company may reasonably request. At least seven (a7) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Holder of the information the Company requires from each such Holder (the “Requested Information”) if such Holder elects to have any of his Registrable Shares included in the Registration Statement. If at least two (2) business days prior to the anticipated filing date the Company has not received the Requested Information from a Holder (a “Non-Responsive Holder”), then the Company may file the Registration Statement without including Registrable Shares of such Non-Responsive Holder. 4.2 Each Holder by its acceptance of the Registrable Shares agrees to cooperate with the Company in connection with the preparation and filing of the Registration Statement under Section 2.1 above, unless such Holder has notified the Company in writing of his election to exclude all of his Registrable Shares from the Registration Statement. 4.3 Each Holder agrees that, upon receipt of any notice from the Company of the happening occurrence of any event of the kind described in Section 4(f) hereof 3.4 or of the commencement of a Blackout Period3.5, such Holder he shall immediately discontinue the his disposition of Registrable Securities included in Shares pursuant to the Registration Statement covering such Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 4(f) hereof 3.4 or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in until such Holder’s possessionreceipt of notice of withdrawal, rescission or removal of the prospectus covering such Registrable Securities current at the time of receipt of such noticestop order or other suspension referred to in Section 3.5. (b) The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f3(h) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f3(h) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore therefor from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Within ten (10) Business Days of the Company’s request to a Holder agrees thattherefore, upon receipt such Holder, if it wishes to include its Registrable Securities in a Registration Statement, shall furnish in writing to the Company answers to the questions on the Investor Questionnaire in the form attached hereto as Exhibit “A” and such Holder will notify the Company promptly of any notice from the Company change in any of the happening of such information not less than five (5) Business Days prior to any event of the kind described in Section 4(f) hereof attempted or of the commencement of a Blackout Period, such Holder shall discontinue the disposition actual distribution of Registrable Securities included in the under a Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticeStatement. (b) The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Holder agrees that, upon receipt of any Suspension Notice from the Company in accordance with Section 3(i) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until (i) the Holder’s receipt of the copies of the supplemented or amended prospectus filed with the SEC (and notice from the Company that any related post-effective amendment is declared effective, which notice shall be promptly provided by the Company) or (ii) or such Holder is advised in writing by the Company that the Prospectus may be used.

Obligations of the Holders. In connection with the registration of the Registrable Securities, the Holders shall have 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 Holder shall furnish 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 required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Holder of the information the Company requires from each such Holder (the "Requested Information") if such Holder elects to have any of such Holder's Registrable Securities included in the Registration Statement. If at least two (2) business days prior to the filing date the Company has not received the Requested Information from a 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, 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 the 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 the Registration Statement; and (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 4(f3(e) hereof or of the commencement of a Blackout Period3(f), above, such Holder shall will immediately discontinue the disposition of Registrable Securities included in pursuant to the Registration Statement covering such Registrable Securities until such Holder’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f3(e) hereof or notice of the end of the Blackout Period, 3(f) and, if so directed by the Company, such Holder shall deliver to the Company (at the expense of the Company’s expense) or destroy (and deliver to the Company a certificate of destruction) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s 's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (bd) The holders Each holder of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, that sells Registrable Securities pursuant to a registration under this Agreement agrees that in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company.follows: (ci) Each Holder, by its acceptance of the Registrable Securities, agrees to Such seller shall cooperate with the Company as reasonably requested by the Company with the Company in connection with the preparation of the registration statement, and filing for as long as the Company is obligated to file and keep effective the registration statement, shall provide to the Company, in writing, for use in the registration statement, all such information regarding such seller and its plan of distribution of the Registrable Securities as may reasonably be necessary to enable the Company to prepare the registration statement and prospectus covering the Registrable Securities, to maintain the currency and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith; and (ii) During such time as such seller may be engaged in a distribution of the Registrable Securities, such seller shall comply with Rules 10b-6 and 10b-7 promulgated under the Securities Exchange Act and pursuant thereto it shall, among other things; (x) not engage in any Registration Statement hereunder, unless such Holder has notified stabilization activity in connection with the securities of the Company in writing contravention of its election to exclude all of its such rules; (y) distribute the Registrable Securities under the registration statement solely in the manner described in the registration statement; and (z) cease distribution of such Registrable Securities pursuant to such registration statement upon written notice from such Registration Statementthe Company that the prospectus covering the Registrable Securites contains any untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading.

Obligations of the Holders. (a) The Company may require each selling Holder of Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding such Holder, such Holder's beneficial ownership of the Company's securities and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing. (b) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f3(e) hereof or of the commencement of a Blackout Periodhereof, such Holder shall will forthwith discontinue the disposition of Registrable Securities included in pursuant to the Registration Statement covering such Registrable Securities until such Holder’s 's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f3(e) hereof or notice of the end of the Blackout Periodhereof, and, if so directed by the Company, such Holder shall will deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts)copies, other than permanent file copies, copies then in such Holder’s 's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders . In the event the Company shall give any such notice, the Company shall extend the Registration Period by the number of days during the period from and including the date of the Registrable Securities shall provide giving of such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act notice pursuant to Section 3(a3(e) and/or 3(b) hereof to and including the date when each selling Holder of this Agreement and in connection with Registrable Securities covered by such Registration Statement shall have received the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by its acceptance copies of the Registrable Securities, agrees to cooperate with the Company as reasonably requested supplemented or amended prospectus contemplated 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 its election to exclude all of its Registrable Securities from such Registration StatementSection 3(e) hereof.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt a. The Company shall notify the Holders in writing of any notice the information the Company reasonably requires from the Company of the happening of Holders in connection with any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder hereunder. The Holders shall deliver furnish to the Company (at such information regarding such Holders, the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at held by them and the time intended method of receipt of such notice. (b) The holders disposition of the Registrable Securities held by them as shall provide such information as may be reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order required to effect the registration of any such Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and shall execute such documents in connection with such registration as the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the CompanyCompany may reasonably request. (c) Each Holder, by its acceptance of the Registrable Securities, agrees b. The Holders agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder. c. The Holders agree that, unless 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(f) or the first sentence of 3(e), the Holders will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Holders’ receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Holder has notified 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 writing Section 3(f) or the first sentence of its election to exclude all of its Registrable Securities from such Registration StatementSection 3(e) and for which the Holder has not yet settled.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders No later than three (3) Business Days following a request of the Company, the Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) 3 of this Agreement and in connection with the Company’s obligation to comply with federal Federal laws, Nasdaq rules, Exchange Act and Securities Act (including any applicable state securities laws), including including, among others, a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Notice and Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore that the Company may provide from the Companytime to time. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f4(g) hereof or of the commencement of a Blackout Periodhereof, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such HolderHxxxxx’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f4(g) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticehereof. (b) The holders Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities shall provide such information as may reasonably be requested by the Company, pursuant to a Registration Statement or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements to receive a prospectus relating thereto, in order unless such Holder has furnished the Company with all material information required to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire be set forth in the form Selling Securityholder Questionnaire attached to this Agreement as Annex A (B. Any sale of any Registrable Securities by any Holder shall constitute a “Selling Securityholder Questionnaire”) representation and warranty by such Holder pursuant to a Registration Statement that such prospectus does not as of the time of such sale contain any untrue statement of a material fact regarding such Holder or omit to state any update thereto material fact regarding such Holder necessary to make the statements in such prospectus, in the light of the circumstances under which they were made, not later than three (3) Business Days following a request therefore from misleading, solely to the Companyextent such facts are based upon, and in conformity with, the information regarding such Holder furnished in writing to the Company by such Holder expressly for use in such prospectus. (c) Each Holder, by 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 Holder Hxxxxx has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees thatAt any time, upon receipt of any notice and from time to time, after the Registration Effectiveness Date, the Company may notify one or more of the Holders (in each case, the “Specified Holders”) in writing (each, a “Suspension Notice”) of the happening of of: (i) any event of the kind described in Section 4(f4(h) hereof or (j); (ii) any Blackout Period; or (iii) only with respect to a Holder who is an “insider” covered by such program, any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s Board of Directors, of the commencement ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information (each, a Blackout Period“Suspension Event”). Upon receipt of any Suspension Notice, such each Specified Holder shall as promptly as practicable discontinue the disposition of such Holder’s Registrable Securities included in covered by the Registration Statement until such Holder’s receipt of the copies of Specified Holder receives the supplemented or amended prospectus contemplated by Section 4(f) hereof 4(h), such blackout period shall have terminated or notice the restriction on the ability of “insiders” to transact in the end of the Blackout PeriodCompany’s securities is removed, as applicable, and, if so directed by the Company, each such Specified Holder shall will deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts)copies, other than permanent file copies, copies then in such Specified Holder’s possession, of the most recent prospectus covering such Specified Holder’s Registrable Securities current at the time of receipt of such noticeSuspension Notice. The foregoing right to delay or suspend may be exercised by the Company for no longer than seventy-five (75) Trading Days in any consecutive 12-month period (and for the avoidance of doubt, if the delay or suspension relates to a Blackout Period, the period of delay or suspension shall also count against the maximum number of days for Blackout Periods in the definition of such term). (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statementthe Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company). (c) Each Holder, by 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 its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f4(g) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f4(g) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b3(e) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore therefor from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees thatIn connection with the registration of the Registrable Securities, upon receipt the Holders shall have the following obligations: a. It shall be a condition precedent to the obligations of any notice from the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, Holders that each such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver furnish to the Company (at such information regarding itself, the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at held by it and the time intended method of receipt of such notice. (b) The holders disposition of the Registrable Securities held by it as shall provide such information as may be reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order required to effect the registration of any such Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and as are customarily provided by selling stockholders and shall execute such documents in connection with such registration as the Company’s obligation Company may reasonably request and as are customarily executed by selling stockholders; PROVIDED that any such information shall be used only in connection with such registration. At least five (5) business days prior to comply with federal and applicable state securities lawsthe first anticipated filing date of the Registration Statement, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) Company shall notify the Holders or any update thereto not later than three (3) Business Days following a request therefore their counsel of the information the Company requires from the CompanyHolders in accordance with this Section 5(a). (c) b. Each Holder, by 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 hereunderStatement, unless such Holder has notified the Company in writing of its such Holder's election to exclude all of its such Holder's Registrable Securities from such the Registration Statement. c. The Holders agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(e) or 4(f), such Holders will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holders' receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(e) or 4(f) and, if so directed by the Company, such Holders shall, at their option, deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Holders' possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice. d. The Holders may not participate in any underwritten registration hereunder unless such Holders (i) agree to sell such Registrable Securities on the basis provided in any underwriting arrangements entered into by the Company, (ii) complete and execute all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) reasonably required under the terms of such underwriting arrangements, and (iii) agree to pay their pro rata share of all underwriting discounts and commissions and their own expenses (including, without limitation, counsel fees, except as specifically provided herein).

Obligations of the Holders. (a) Each Holder agrees thatAt any time, upon receipt of any notice and from time to time, after the Registration Effectiveness Date, the Company may notify one or more of the Holders (in each case, the “Specified Holders”) in writing (each, a “Suspension Notice”) of the happening of of: (i) any event of the kind described in Section 4(f4(h) hereof or (j); (ii) any Blackout Period; or (iii) only with respect to a Holder who is an “insider” covered by such program, any suspension by the Company, pursuant to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s Board of Directors, of the commencement ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information (each, a Blackout Period“Suspension Event”). Upon receipt of any Suspension Notice, such each Specified Holder shall as promptly as practicable discontinue the disposition of such Holder’s Registrable Securities included in covered by the Registration Statement until such Holder’s receipt of the copies of Specified Holder receives the supplemented or amended prospectus contemplated by Section 4(f) hereof 4(h), such blackout period shall have terminated or notice the restriction on the ability of “insiders” to transact in the end of the Blackout PeriodCompany’s securities is removed, as applicable, and, if so directed by the Company, each such Specified Holder shall will deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts)copies, other than permanent file copies, copies then in such Specified Holder’s possession, of the most recent prospectus covering such Specified Holder’s Registrable Securities current at the time of receipt of such noticeSuspension Notice. The foregoing right to delay or suspend may be exercised by the Company for no longer than sixty (60) Trading Days in any consecutive 12-month period (and for the avoidance of doubt, if the delay or suspension relates to a Blackout Period, the period of delay or suspension shall also count against the maximum number of days for Blackout Periods in the definition of such term). (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statementthe Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company). (c) Each Holder, by 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 Xxxxxx has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f4(h) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f4(h) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. (a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f4(g) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f4(g) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) The holders Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter, if any, Company in connection with the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this the Subscription Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company. (c) Each Holder, by 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 Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

Obligations of the Holders. In connection with the registration of the Registrable Securities, the Holders shall have the following obligations: (aA) Each Holder agrees that, upon receipt It shall be a condition precedent to the obligations of any notice from the Company of to complete the happening of any event of registration pursuant to this Agreement with respect to the kind described in Section 4(f) hereof or of the commencement Registrable Securities of a Blackout Period, particular Holder that such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver furnish to the Company (at such information regarding itself, the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at held by it and the time intended method of receipt of such notice. (b) The holders disposition of the Registrable Securities held by it as shall provide such information as may be reasonably be requested by the Company, or the managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order required to effect the registration of any such Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this Agreement and shall execute such documents in connection with such registration as the Company’s obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company.Company may reasonably request; (cB) Each Holder, Holder by 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 its election to exclude all of its Registrable Securities from such the Registration Statement; and (C) Each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 3(F) or 3(G), it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended 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 Company a certificate of destruction) all copies in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. (D) In the case of an underwritten public offering of the Company’s securities, at the request of the underwriter, each Holder will agree not to publicly sell that amount of Registrable Securities as designated by the underwriter for such period (not to exceed 180 days) as also designated by such underwriter.