Common use of Obligations of the Investors Clause in Contracts

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 seven (57) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two five (25) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the such Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in such the Registration Statement (the “Registration Information Notice”)Statement. An Investor shall provide such information to the Company no later than at least two (2) Business Days following receipt prior to the first anticipated filing date of a such Registration Information Notice Statement if such Investor elects to have any of the Registrable Securities included in such the Registration Statement. It is agreed and understood In the event that it an Investor does not provide such information on a timely basis, the Company shall provide prompt written notice to such Investor that the Registrable Securities attributable to such Investor will be a condition precedent excluded from the Registration Statement unless such Investor provides the required information within one (1) Business Day after its receipt of such notice. If such Investor does not provide the required information to the obligations Company by the end of the next Business Day after its receipt of such notice, the Company shall have the right to complete exclude the registration Registrable Securities attributable to such Investor from the Registration Statement and the Investor shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement. Notwithstanding anything in this Agreement to the Registrable Securities of a particular contrary, any Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities included in a the Registration Statement, shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two three (23) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire At least five (5) Business Days prior to the Closing Datefirst anticipated filing date of each Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor with respect to such Registration Statement. Each 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 Investor that such Investor shall additionally furnish in writing to the Company such other 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 and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. (b) Each Investor, by such Investor’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 each Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement. (c) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required. At least five (5) Business Days prior Notwithstanding anything to the first anticipated filing date of any Registration Statementcontrary in this Section 4(c), the Company shall notify each cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the additional information the Company requires from Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information has entered into a contract for sale prior to the Company no later than two (2) Business Days following Investor’s receipt of a Registration Information Notice if notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f) and for which such Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects has not to have any of its Registrable Securities included in a Registration Statementyet settled.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 Securities, and shall execute such documents documents, including the Selling Securityholders Questionnaire, in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”)Statement. An Investor shall provide such information to the Company no later than at least two (2) Business Days following receipt prior to the first anticipated filing date of a such Registration Information Notice Statement if such Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 three (53) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to Questionnaire, in the form set forth as Exhibit B hereto, no later than fifteen (15) days after the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 Securities, and shall execute such documents documents, including the Selling Securityholders Questionnaire, in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”)Statement. An Investor shall provide such information to the Company no later than at least two (2) Business Days following receipt prior to the first anticipated filing date of a such Registration Information Notice Statement if such Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 fifteen (515) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in such the Registration Statement (the “Registration Information Notice”)Statement. An Investor shall provide such information to the Company no later than two at least five (25) Business Days following receipt prior to the first anticipated filing date of a such Registration Information Notice Statement if such Investor elects to have any of the Registrable Securities included in such the Registration Statement. It is agreed and understood that it shall be a condition precedent to the obligations For purposes of the Company to complete the registration pursuant to first sentence of this Agreement with respect to the Registrable Securities of a particular Investor that (i) such Investor furnish to the Company such information regarding itselfSection 3(a), the Registrable Securities held methods of distribution to be specified by it and the intended method of disposition Investors shall include, without limitation, the sale of the Registrable Securities held by it as shall be reasonably required through (i) options transactions relating to effect the effectiveness of the registration of such Registrable Securities, and whether such options are listed on an options exchange or otherwise, or (ii) short sales of the Investor execute such documents Registrable Securities. The Registration Statement shall also provide that, for purposes of the distribution of the Registrable Securities, the Investors may (i) enter into hedging transactions with broker-dealers or other financial institutions, which may in connection with such registration as turn engage in short sales of the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities included and deliver the Registrable Securities to close out their short positions or (ii) loan or pledge the Registrable Securities to broker-dealers or other financial institutions, which in a Registration Statementturn may sell the Registrable Securities.

Obligations of the Investors. (a) Each Investor shall execute and deliver to the Company a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement.

Obligations of the Investors. (a) Each Investor shall execute and deliver agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Exhibit B (a “Selling Stockholder Questionnaire Questionnaire”) on a date that is not less than ten (10) days prior to the Closing Datedate the Company proposes to file a Registration Statement pursuant to this Agreement. Each Investor shall additionally furnish in writing to the Company such other additional information and documents 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 Securities. An Investor shall execute provide such documents in connection with such registration as information to the Company may reasonably request. At at least five two (52) Business Days prior to the first anticipated filing date of any such Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor Statement if such Investor elects to have any of the Registrable Securities included in such the Registration Statement. The Company shall not be required to include the Registrable Securities of an Investor in a Registration Statement (the “Registration Information Notice”). An to such Investor shall provide such information who fails to furnish to the Company no later than a fully completed Selling Stockholder Questionnaire at least two (2) Business Days following receipt prior to the proposed filing date of a Registration Information Notice if Statement. (b) Each Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Investor elects has notified the Company in writing of its election to have any exclude all of the its Registrable Securities included in from such Registration Statement. It is agreed (c) Each Investor covenants and understood agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement. 4. Registration Expenses All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be a condition precedent borne by the Company whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to the obligations of Registration Statement. The fees and expenses referred to in the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that foregoing sentence shall include, without limitation, (i) such Investor furnish to the Company such information regarding itself, the Registrable Securities held by it all registration and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities, and filing fees (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights fees and expenses (A) with respect to filings required to be made with any securities exchange, quotation system, market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed, (B) with respect to filings required to be made with the extent an Investor elects not to have any Commission, and (C) in compliance with state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of its printing certificates for Registrable Securities included in and of printing prospectuses if the printing of prospectuses is requested by the Holders of a Registration Statement.majority of the Registrable Securities included

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Shareholder Questionnaire substantially in the form attached hereto as Exhibit A prior to the Closing Datedate hereof. Each Investor shall additionally furnish in writing to the Company such other 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 three (53) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement.. 57

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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. a. At least five (5) four Business Days prior to the first anticipated filing date of any a Registration Statement, the Company shall notify each Investor of the additional information the Company requires from each such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Investor’s Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor shall furnish to the Company at least two Business Days prior to the filing of a Registration Statement (or any amendment or supplement thereto) such information regarding itself, the Registrable Securities held by it and to be sold and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable SecuritiesSecurities and such information as the Company may, and (ii) after conferring with its counsel with regard to information relating to the Investor Investors that would be required by the SEC to be included in such Registration Statement or prospectus included therein, reasonably request for inclusion in such Registration Statement or prospectus included therein. The Investors shall execute such documents in connection with such registration as the Company may reasonably request, including, including without limitation, a waiver of its questionnaire in substantially the form attached to this Agreement as Exhibit C. Each Investor as to which any registration rights hereunder is being effected agrees to promptly furnish to the extent an Company all information with respect to such Investor elects necessary to make the information previously furnished to the Company by such Investor not to have any of its Registrable Securities included in a Registration Statementmaterially misleading.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 seven (57) Business Days days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Investor in writing of the additional information the Company requires from each such Investor if such Investor elects to have any of the such Investor's Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it it, and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities, and (ii) the Investor shall execute such documents in connection with such registration as the Company may reasonably request. (b) Each Investor by such Investor'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(s) hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement. (c) In the event Investors holding a majority of the Registrable Securities being registered determine to engage the services of an underwriter, each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, a waiver customary indemnification and contribution obligations, with the managing underwriter of its such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). (d) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section Error! Reference source not found.(g) or the first sentence of Error! Reference source not found.(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section Error! Reference source not found.(g) or the first sentence of Error! Reference source not found.(f) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (e) No Investor may participate in any underwritten registration rights hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors 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 extent an Investor elects not terms of such underwriting arrangements, and (iii) agrees to have any pay its pro rata share of its Registrable Securities included in a Registration Statementall underwriting discounts and commissions.

Obligations of the Investors. At least five (a5) Each Investor shall execute and deliver a Selling Stockholder Questionnaire Business Days prior to the Closing Date. Each first anticipated filing date of a Registration Statement, the Company shall notify the Investor shall additionally furnish Representative in writing of the information the Company requires from each Investor if such Investor elects to have any of such Investor’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall, within five (5) Business Days of the Company’s request, furnish to the Company such other 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 and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior 18 Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the first anticipated Company as reasonably requested by the Company in connection with the preparation and filing date of any Registration StatementStatement hereunder, unless such Investor has notified the Company shall notify each Investor in writing of the additional information the Company requires from such Investor if Investor’s election to exclude all of such Investor elects to have any of the Investor’s Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Registrable Securities included in from such Registration Statement. It Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(d) or 3(e), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus or receipt of notice that no supplement or amendment is agreed required. Each Investor covenants and understood agrees that it shall be a condition precedent to will comply with the obligations prospectus delivery requirements of the Company 1933 Act as applicable to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents or an exemption therefrom in connection with such registration as the Company may reasonably request, including, without limitation, a waiver sales of its registration rights hereunder Registrable Securities pursuant to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that 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 or Additional Registrable Securities, as applicable, that each Investor that (i) such Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it it, and any other information as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and (ii) the Investor shall execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder . At least ten (10) business days prior to the extent an first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the information the Company requires from such Investor if such Investor elects not to have any of its the Registrable Securities or Additional Registrable Securities included in a the Registration Statement. An Investor shall provide such information to the Company at least five (5) business days prior to the first anticipated filing date of such Registration Statement if such Investor elects to have any of the Registrable Securities or Additional Registrable Securities included in the Registration Statement.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 (5) Business Days prior to the first anticipated filing date of any a Registration StatementStatement or an amendment thereto, the Company shall notify each Investor in writing of the additional information the Company requires from each such Investor if such Investor elects to have any of the such Investor's Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information or, with respect to the Company no later than two (2) Business Days following receipt of a Registration Information Notice an amendment or supplement, if such Investor elects to have any of the Investor's Registrable Securities are included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, Securities and (ii) the Investor shall execute such documents in connection with such registration as the Company may reasonably request. If an Investor fails to provide the Company with the information so requested which the Company reasonably requires within five (5) Business Days after the Investor's receipt of such request, includingthen the applicable Mandatory Filing Date, without limitationMandatory Effective Date and the 15-day period referred to in Section 2(e) shall be extended solely with respect to such Investor by one day for each day after such fifth (5th) Business Day that the Investor fails to provide such information; provided, a waiver however, that the failure of its registration rights hereunder an Investor to timely provide such information pursuant to the extent an Company's request shall not otherwise affect the Company's obligations under this Agreement to the other Investors; provided, further, however, that any Investor elects not which fails to have any provide the Company with such information within the applicable time period set forth above in response to a request prior to the filing of its Registrable Securities included in a Registration StatementStatement or amendment or supplement thereto shall bear the costs actually incurred by the Company of any additional Registration Statement or amendment(s) or supplement(s) thereto which the Company is required to file due solely to such failure.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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. a. At least five (5) Business Days prior to the first anticipated filing date of any a Registration Statement, the Company shall notify each Investor in writing of the additional information the Company requires from each such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Investor’s Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor furnish shall furnish, in a manner consistent with the last sentence of this Section 4(a), 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 effectiveness of the registration of such Registrable Securities, Securities and (ii) the Investor shall execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder . All such information provided to the extent Company by an Investor elects pursuant to the prior sentence shall be in writing, and such writing shall expressly acknowledge that the information is being provided for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto. Other than the initial Buyers under the Securities Purchase Agreement, the Company will not be obligated to have any of its include the Registrable Securities held by any other Investor in the Registration Statement until such time as such Investor confirms in writing to the Company all information concerning the Investor required by the Company, in its reasonable determination, to be included in the Registration Statement or any prospectus forming a Registration Statementpart thereof and confirms to the Company the accuracy of that information.

Obligations of the Investors. At least five (a5) Each Investor shall execute and deliver a Selling Stockholder Questionnaire Business Days prior to the Closing Datefirst anticipated filing date of a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in such Registration Statement. Each 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 Investor that such Investor shall additionally furnish in writing to the Company such other 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 and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior Each Investor, by such Investor's acceptance of the Registrable Securities, agrees to cooperate with the first anticipated Company as reasonably requested by the Company in connection with the preparation and filing date of any Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from such Registration Statement. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall notify each cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the additional information the Company requires from such Investor if such Investor elects to have Securities Purchase Agreement in connection with any sale of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An with respect to which an Investor shall provide such information has entered into a contract for sale prior to the Company no later than two (2) Business Days following Investor's receipt of a Registration Information Notice if such Investor elects to have any notice from the Company of the Registrable Securities included happening of any event of the kind described in such Registration StatementSection 3(g) or the first sentence of 3(f) and for which the Investor has not yet settled. It is agreed Each Investor covenants and understood agrees that it shall be a condition precedent to will comply with the obligations prospectus delivery requirements of the Company 1933 Act as applicable to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents or an exemption therefrom in connection with such registration as the Company may reasonably request, including, without limitation, a waiver sales of its registration rights hereunder Registrable Securities pursuant to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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. a. At least five seven (57) Business Days business days prior to the first anticipated filing date of any a Registration Statement, the Company shall notify each Investor in writing of the additional information the Company requires from each such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, Securities and (ii) the Investor shall execute such documents in connection with such registration as the Company may reasonably request. At least ten Business Days prior to the first filing date of the Registration Statement, including, the Company shall notify each Investor if any of such Investor's Registrable Securities are eligible for inclusion in the Registration Statement and such notice shall include a request for information. If at least three Business Days prior to the filing date the Company has not received the information requested from an Investor (a "Non-Responsive Investor") then the Company may file the Registration Statement without limitation, a waiver including Registrable Securities of such Non-Responsive Investor but shall not be relieved of its registration rights hereunder obligation to file a Registration Statement with the SEC relating to the extent an Investor elects not to have any of its Registrable Securities included of such Non-Responsive Investor promptly after such Non-Responsive Investor provides the required information. If available, the Company shall include such Non-Responsive Investor's Registrable Securities in the Registration Statement by amending such Registration Statement to include such securities. No Registration Delay Penalties shall accrue to a Non-Responsive Investor during the period such Investor is delinquent in providing information to the Company. If the Company has to file an additional Registration StatementStatement to register the Registrable Securities of a Non-Responsive Investor due solely to such Investor's failure to provide information reasonably requested by the Company, such Investor shall pay the reasonable out-of-pocket expenses actually incurred by the Company in connection with such Registration Statement other than filing fees.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 seven (57) Business Days days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Investor in writing of the additional information the Company requires from each such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor 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 effectiveness of timely the registration of such Registrable Securities, Securities and (ii) the Investor shall execute such documents in connection with such registration as the Company may reasonably request. Each Investor by such Investor's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, includingunless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from such Registration Statement. Each Investor agrees that, without limitationupon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f), a waiver such Investor will immediately discontinue disposition of its registration rights hereunder Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of 3(f), and, if so directed by the Company, such Investor shall deliver to the extent Company (at the expense of the Company), or destroy all copies in such Investor's possession of, any prospectus covering such Registrable Securities current at the time of receipt of such notice. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor elects not to have in connection with any sale of its Registrable Securities included with respect to which an Investor has entered into a contract for sale prior to the Investor's receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Investor has not yet settled. Notwithstanding the foregoing, the Company acknowledges that the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f) that interrupts an Investor's ability to sell Registrable Securities shall constitute a Registration Statementmaterial breach of the Company's obligations under Section 3(a) hereof.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 (or to complete any amendment to any Registration Statement) and shall execute such documents in connection with such registration as the Company may reasonably request. At least five ten (510) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company reasonably requires from such Investor if such Investor elects to have any of the Registrable Securities included in such the Registration Statement (the “Registration Information Notice”)Statement. An Investor shall provide such information to the Company no later than two at least four (24) Business Days following receipt prior to the first anticipated filing date of a such Registration Information Notice Statement if such Investor elects to have any of the Registrable Securities included in such the Registration Statement. It At least ten (10) Business Days prior to the anticipated filing date of any pre-effective or post-effective amendment to any Registration Statement (provided that, if any amendment is agreed and understood that it filed in response to comment receive by the SEC, notice within two (2) Business Days the Company's receipt of the SEC comment shall be a condition precedent to sufficient), the obligations Company shall notify each Investor of the information the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that (i) reasonably requires from such Investor furnish if such Investor elects to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition have any of the Registrable Securities held by it as included in the Registration Statement. An Investor shall be reasonably required provide such information to effect the effectiveness Company prior to the later of (i) at least four (4) Business Days prior to the registration first anticipated filing date of such Registrable SecuritiesRegistration Statement, and or (ii) two (2) Business Days after a timely request therefor from the Investor execute Company, in each case if such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its the Registrable Securities included in a the Registration Statement. If any Investor fails to provide information to the Company as required by this subsection, at all or on a timely basis, and the Company reasonably expects the Registration Statement or amendment in question to be an effective version of the Registration Statement, the Company may exclude the Investor's Registrable Securities from the Registration Statement or amendment in question without penalty.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in such the Registration Statement (the “Registration Information Notice”)Statement. An Investor shall provide such information to the Company no later than at least two (2) Business Days following receipt prior to the first anticipated filing date of a such Registration Information Notice Statement if such Investor elects to have any of the Registrable Securities included in the Registration Statement. (b) Each Investor, 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 a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. It is agreed and understood that it shall be a condition precedent to the obligations (c) Each Investor agrees that, upon receipt of any notice from the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an Amendment Event, such Investor furnish will immediately discontinue disposition of Registrable Securities pursuant 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 effectiveness of the registration of Registration Statement covering such Registrable Securities, until the Investor's receipt of the copies of the supplemented or amended prospectus filed with the SEC and (ii) until any related post-effective amendment is declared effective and, if so directed by the Company, the Investor execute such documents in connection with such registration as shall deliver to the Company may reasonably request, including, without limitation, a waiver (at the expense of its registration rights hereunder the Company) or destroy (and deliver to the extent an Investor elects not to have any Company a certificate of its destruction) all copies in the Investor's possession of the Prospectus covering the Registrable Securities included in a Registration Statementcurrent at the time of receipt of such notice. 6.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 seven (57) Business Days days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Investor in writing of the additional information the Company requires from each such Investor if such Investor elects to have any of the such Investor's Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it it, and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities, and (ii) the Investor shall execute such documents in connection with such registration as the Company may reasonably request. (b) Each Investor by such Investor'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(s) hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement. (c) In the event Investors holding a majority of the Registrable Securities being registered determine to engage the services of an underwriter, each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, a waiver customary indemnification and contribution obligations, with the managing underwriter of its such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). (d) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of 3(f) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (e) No Investor may participate in any underwritten registration rights hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors 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 extent an Investor elects not terms of such underwriting arrangements, and (iii) agrees to have any pay its pro rata share of its Registrable Securities included in a Registration Statementall underwriting discounts and commissions.

Obligations of the Investors. In connection with the registration of the Registrable Securities, the Investors shall have the following obligations: 20. (aOne) Each 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 Investor that such Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other information regarding itself, the Registrable Securities held by it 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 ten (510) Business Days days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Investor of the additional information the Company requires from each such Investor (the "Requested Information") if such Investor elects to have any of the such Investor's Registrable Securities included in such the Registration Statement (the “Registration Information Notice”)Statement. An Investor shall provide such information to the Company no later than If at least two (2) Business Days following receipt business days prior to the filing date the Company has not received the Requested Information from an Investor (a "Non-Responsive Investor"), then the Company may file the Registration Statement without including Registrable Securities of a Registration Information Notice if such Investor elects to have any Non-Responsive Investor; (Two) (Three) Each Investor, by such Investor's acceptance of the Registrable Securities included in such Registration Statement. It is agreed and understood that it shall be a condition precedent Securities, agrees to the obligations of cooperate with the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that (i) such Investor furnish to as reasonably requested by 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents in connection with the preparation and filing of the Registration Statement hereunder, unless such registration as Investor has notified the Company may reasonably request, including, without limitation, a waiver in writing of its registration rights hereunder such Investor's election to the extent an Investor elects not to have any exclude all of its such Investor's Registrable Securities included in a from the Registration Statement.; and (Four) (Five) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) or 3(f), above, such Investor will

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 (5) Business Days prior to the first anticipated filing date Filing Date of any a Registration Statement, the Company shall notify each Investor in writing of the additional information the Company requires from each such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Investor’s Registrable Securities included in such Registration Statement. It is agreed and understood that it shall be a condition precedent to the obligations of the Company to complete the any registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that (i) such Investor 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 and maintain the effectiveness of the registration of such Registrable Securities, Securities and (ii) the Investor shall execute such documents in connection with such registration as the Company may reasonably request. (b) Each Investor, includingby such Investor’s acceptance of the Registrable Securities, without limitationagrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, a waiver unless such Investor has notified the Company in writing of its registration rights hereunder such Investor’s election to the extent an Investor elects not to have any exclude all of its such Investor’s Registrable Securities included in a from such Registration Statement.. (c) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of copies of the supplemented or amended prospectus as contemplated by Section 3(g) or the first sentence of Section 3(f)

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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. a. At least five (5) Business Days prior to the first anticipated filing date of any a Registration Statement, the Company shall notify each Investor of the additional information the Company requires from each such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Investor’s Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor shall furnish to the Company at least two (2) Business Days prior to the filing of a Registration Statement (or any amendment or supplement thereto) such information regarding itself, the Registrable Securities held by it and to be sold and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable SecuritiesSecurities and such information as the Company may, and (ii) after conferring with legal counsel with regard to information relating to the Investor Investors that would be required by the SEC to be included in such Registration Statement or prospectus included therein, reasonably request for inclusion in such Registration Statement or prospectus included therein. The Investors shall execute such documents in connection with such registration as the Company may reasonably request, including, including without limitation, a waiver of its questionnaire in substantially the form attached to this Agreement as Exhibit C and selling stockholder certificate in substantially the form attached to this Agreement as Exhibit D. Each Investor as to which any registration rights hereunder is being effected agrees to promptly furnish to the extent an Company all information with respect to such Investor elects necessary to make the information previously furnished to the Company by such Investor not to have any of its Registrable Securities included in a Registration Statementmaterially misleading.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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. a. At least five seven (57) Business Days days (or three (3) business days in the case of a Second Registration Statement or Additional Registration Statement) prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Investor in writing of the additional information the Company requires from each such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Investor's Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, Securities and (ii) the Investor shall execute such documents in connection with such registration as the Company may reasonably request. If on the day before the Company is required to file a Registration Statement the Company has not received the information requested (in accordance with this Section 4(a)) from an Investor (a "NON-RESPONSIVE INVESTOR"), including, then the Company may file the Registration Statement without limitation, a waiver including Registrable Securities of such Non-Responsive Investor but the Company shall not be relieved of its registration rights hereunder obligation to file a Registration Statement for any Investor which shall provide the requested information. Upon a Non-Responsive Investor providing the Company with the requested information, the Company shall either (i) if such information is provided prior to the extent an Investor elects not to have any Company requesting acceleration of its effectiveness of the Registration Statement in which such Non-Responsive Investor's Registrable Securities would have been included in but for such Investor's lack of response, file an amendment to the Registration Statement to include such Investor's Registrable Securities or (ii) otherwise, file a Registration Statement.new

Obligations of the Investors. At least five (a5) Each Investor shall execute and deliver a Selling Stockholder Questionnaire Business Days prior to the Closing Datefirst anticipated filing date of each Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor with respect to such Registration Statement. Each 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 Investor that such Investor shall additionally furnish in writing to the Company such other 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 and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5Each Investor, by such Investor’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 each Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 0 or the first sentence of 0, such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) Business Days prior covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 0 or the first sentence of Section 0 or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the first anticipated filing date of any Registration Statementcontrary in this Section 00, the Company shall notify each cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the additional information the Company requires from Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information has entered into a contract for sale prior to the Company no later than two (2) Business Days following Investor’s receipt of a Registration Information Notice if notice from the Company of the happening of any event of the kind described in Section 0 or the first sentence of Section 0 and for which such Investor elects to have any has not yet settled. Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Registrable Securities included in such Registration Statement. It is agreed and understood that 1933 Act as applicable to 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 Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver sales of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities included in pursuant to a Registration Statement.

Obligations of the Investors. (a) Each Investor shall execute and deliver to the Company a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 seven (57) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two five (25) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement.

Obligations of the Investors. At least five (a5) Each Investor shall execute and deliver a Selling Stockholder Questionnaire Business Days prior to the Closing Datefirst anticipated filing date of a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in such Registration Statement. Each 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 Investor that such Investor shall additionally furnish in writing to the Company such other 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 and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior Each Investor shall promptly notify, as required by applicable law, the Company of any material change with respect to such information previously provided to the first anticipated Company by such Investor. Each Investor, by such Investor'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 date of any Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from such Registration Statement. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall notify each cause its transfer agent to deliver unlegended Shares of Common Stock to a transferee of an Investor in accordance with the terms of the additional information the Company requires from such Investor if such Investor elects to have Securities Purchase Agreement in connection with any sale of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An with respect to which an Investor shall provide such information has entered into a contract for sale prior to the Company no later than two (2) Business Days following Investor's receipt of a Registration Information Notice if such Investor elects to have any notice from the Company of the Registrable Securities included happening of any event of the kind described in such Registration StatementSection 3(g) or the first sentence of 3(f) and for which the Investor has not yet settled. It is agreed Each Investor covenants and understood agrees that it shall be a condition precedent to will comply with the obligations prospectus delivery requirements of the Company 1933 Act as applicable to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver sales of its registration rights hereunder Registrable Securities pursuant to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 (5) Business Days prior to the first anticipated filing date Filing Date of any a Registration Statement, the Company shall notify each Investor in writing of the additional information the Company requires from each such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Investor’s Registrable Securities included in such Registration Statement. It is agreed and understood that it shall be a condition precedent to the obligations of the Company to complete the any registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that (i) such Investor shall furnish in a timely manner to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities, Securities and (ii) the Investor shall execute such documents in connection with such registration as the Company may reasonably request. (b) Each Investor, includingby such Investor’s acceptance of the Registrable Securities, without limitationagrees 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 Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement. (c) During such time as any Investor may be engaged in a waiver distribution of its registration rights hereunder the Registrable Securities, such Investor will comply with all laws applicable to such distribution, including Regulation M promulgated under the 1934 Act, and, to the extent required by such laws, will, among other things (i) not engage in any stabilization activity in connection with the securities of the Company in contravention of such laws; (ii) distribute the Registrable Securities acquired by them solely in the manner described in the applicable Registration Statement and (iii) if required by applicable law, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by such Investor, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree. (d) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of copies of the supplemented or amended prospectus as contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor elects not to have in accordance with the terms of the Securities Purchase Agreement in connection with any sale of its Registrable Securities included with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in a Registration StatementSection 3(g) or the first sentence of Section 3(f) and for which the Investor has not yet settled, subject to applicable law.

Obligations of the Investors. (a) Each Investor shall execute and deliver a Selling Stockholder Shareholder Notice and Questionnaire prior to substantially in the form and substance, set forth in Annex B hereto within seven (7) calendar days after the Closing Date. Each Investor shall additionally furnish in writing to the Company such other 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 seven (57) Business Days calendar days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”). An Investor shall provide such information to the Company no later than two three (23) Business Days calendar days following receipt of a Registration Information Notice if such Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed and understood that 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 Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities included in a Registration Statement.