Common use of Obligations of the Parent Clause in Contracts

Obligations of the Parent. In connection with its obligations under this Section 4.2, the Parent shall: (i) prepare and file with the Commission the registration statements with respect to the Registrable Securities in accordance with the terms of this Agreement and use its commercially reasonable efforts to cause such registration statements to become effective and keep such registration statements effective until the distribution contemplated in such registration statements has been completed and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such registration statements; (ii) prepare and file with the Commission such amendments and supplements to such registration statements, and the prospectus used in connection with such registration statements, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; (iii) furnish to the Investor such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Investor may reasonably request in order to facilitate its disposition of its Registrable Securities; (iv) use its commercially reasonable efforts to register and qualify the securities covered by such registration statements under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the Investor; provided that the Parent shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Parent is already subject to service in such jurisdiction and except as may be required by the Securities Act; (v) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering; (vi) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statements to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Parent are then listed; (vii) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (viii) notify the Investor, promptly after the Parent receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and (ix) after such registration statement becomes effective, notify the Investor of any request by the Commission that the Parent amend or supplement such registration statement or prospectus.

Obligations of the Parent. In connection with its obligations Whenever the Parent is required by the provisions hereof to register any Registrable Securities under this Section 4.2the Securities Act, the Parent shall, as expeditiously as possible: (i1) prepare and file with the Commission the registration statements with respect to the Registrable Securities in accordance with the terms of this Agreement SEC, and use its commercially reasonable best efforts to cause such to be declared and remain effective, the registration statements statement and any amendments and supplements to become effective the registration statement and keep such registration statements effective until the distribution contemplated prospectus used in such registration statements has been completed and connection therewith as may be necessary to keep the registration statement current and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the registration statement required to effect the distribution of such securities, but in no event shall the Parent be required to do so for a period of more than 180 days following the effective date of the registration or such longer period as may be required under any underwriting agreement; (2) use its best efforts to register or qualify the securities covered by the registration statement under such registration statementsother securities or blue sky laws of such jurisdictions in the United States as any managing underwriter reasonably shall request; provided, however, that in no event shall the Parent be required to qualify to do business as a foreign corporation in any jurisdiction where it is not so (3) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC; (ii4) prepare assist the sellers of any such Registrable Securities and file any managing underwriter in the marketing process with the Commission such amendments and supplements respect to such registration statements, and the prospectus used in connection with public offering to such registration statements, extent as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statementthey shall reasonably request; (iii5) furnish to the Investor each seller of such numbers Registrable Securities such number of copies of a prospectussuch registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including a each preliminary prospectus), as required by in conformity with the requirements of the Securities Act, and such other documents documents, as the Investor such seller may reasonably request in order to facilitate its the disposition of its Registrable Securities;the Common Stock owned by such seller; and (iv6) use its commercially reasonable efforts to register and qualify the securities covered by such registration statements under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the Investor; provided that the Parent shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Parent is already subject to service in such jurisdiction and except as may be required by the Securities Act; (v) in the event notify each seller of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering; (vi) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statements statement, at any time when a prospectus relating thereto is required to be listed on a national securities exchange or trading system and each securities exchange and trading system delivered under the Securities Act within the period mentioned in subdivision (if any1) on which similar securities issued by the Parent are then listed; (vii) provide a transfer agent and registrar for all Registrable Securities registered pursuant to of this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (viii) notify the Investor, promptly after the Parent receives notice thereofSection 9.12(e), of the time when happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (and upon receipt of such notice and until a supplemented or amended prospectus as set forth below is available, each such seller shall not offer or sell any securities covered by such registration statement has been declared effective or and shall return all copies of such prospectus to the Parent if requested to do so by it), and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to any prospectus forming a part or an amendment of such registration prospectus as may be necessary so that, as thereafter such prospectus shall not include an untrue statement has been filed; and (ix) after such registration statement becomes effective, notify of a material fact or omit to state a material fact required to be stated therein or necessary to make the Investor statements therein not misleading in light of any request by the Commission that the Parent amend or supplement such registration statement or prospectuscircumstances under which they were made.

Obligations of the Parent. In connection with its obligations Whenever required under this Section 4.2Merger Agreement to effect the registration of any Registrable Securities under a registration statement, the Parent shall, as expeditiously as reasonably possible: (ia) prepare Prepare and file with the Commission the SEC a registration statements statement with respect to the such Registrable Securities in accordance with the terms of this Agreement and use its commercially reasonable efforts to cause such registration statements statement to become effective effective; (b) Prepare and keep file with the SEC such amendments and supplements to such registration statements effective until statement and the distribution contemplated prospectus used in connection with such registration statements has been completed and statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such registration statements; (ii) prepare and file with the Commission such amendments and supplements to such registration statements, and the prospectus used in connection with such registration statements, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; (iiic) furnish Furnish to the Investor Shareholders such numbers of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the Securities requirements of the Act, and such other documents as the Investor they may reasonably request in order to facilitate its the disposition of its Registrable Securities; (iv) use its commercially reasonable efforts to register and qualify the all securities covered by such registration statements under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the Investor; provided that the Parent shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Parent is already subject to service in such jurisdiction and except as may be required by the Securities Actstatement; (vd) in List the Registrable Securities being registered on any national securities exchange on which a class of the Parent’s equity securities is listed or qualify the Registrable Securities being registered for inclusion on NASDAQ if the Parent does not have a class of equity securities listed on a national securities exchange; and (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, the form of which shall be acceptable to Parent in usual its sole and customary formabsolute discretion, with the managing underwriter(s) of such offering; (vi) use . Any Shareholder shall also enter into and perform its commercially reasonable efforts obligations under such an agreement, if electing to cause all participate in such Registrable Securities covered by such registration statements to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Parent are then listed; (vii) provide a transfer agent and registrar for all Registrable Securities registered an offering pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (viii) notify the Investor, promptly after the Parent receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and (ix) after such registration statement becomes effective, notify the Investor of any request by the Commission that the Parent amend or supplement such registration statement or prospectusSection 2.

Obligations of the Parent. In connection with its obligations under any registration of ------------------------- Registrable Securities pursuant to this Section 4.21, the Parent shall: (ia) prepare and file with the Commission the registration statements with respect to the Registrable Securities in accordance with the terms of this Agreement and use Use its commercially reasonable efforts to cause such registration statements statement to become effective and keep such registration statements to remain effective until the distribution contemplated in earlier of (A) 180 days from the effective date thereof or (B) the sale of all of such shares of Registrable Securities so registered. (b) Prepare and file with the SEC such amendments and supplements to such registration statements has been completed statement and the prospectus (the "Prospectus") used in connection therewith as may be necessary to make and to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such registration statements; (ii) prepare and file with the Commission such amendments and supplements to such registration statements, and the prospectus used in connection with such registration statements, as may be necessary to comply with the Securities Act in order to enable the sale or other disposition of all securities covered by proposed to be registered in such registration statement;. (iiic) furnish Furnish to the Investor participating Holders or the underwriters such numbers number of copies of a prospectusany Prospectus (including any preliminary Prospectus and any amended or supplemented Prospectus), including a preliminary prospectus, as required by in conformity with the requirements of the Securities Act, and such other documents as the Investor Holders may reasonably request in order to facilitate its disposition effect the offering and sale of its the shares of Registrable Securities;Securities to be offered and sold, but only while the Parent shall be required under the provisions hereof to cause the registration statement to remain current. (ivd) use Use its commercially reasonable best efforts to register and or qualify the securities shares of Registrable Securities covered by such registration statements statement under such other the securities or blue-sky Blue Sky laws of such jurisdictions states as the participating Holders shall be reasonably requested by request, maintain any such registration or qualification current until the Investorearlier of (A) 180 days from the effective date thereof or (B) the sale of all the shares of Registrable Securities so registered; provided provided, however, that the Parent shall not be required to qualify take any action that would subject it to do business the general jurisdiction of the courts of any jurisdiction in which it is not so subject or to file qualify as a general consent to service of process foreign corporation in any such states or jurisdictions, unless jurisdiction where the Parent is already subject not so qualified. (e) Take all such other action either necessary or desirable to service in such jurisdiction and except as may be required permit the shares of Registrable Securities held by the Securities Act;Holders to be registered and disposed of in accordance with the method of disposition described herein. (vf) in the event of any underwritten public offering, enter Enter into and perform its obligations under an underwriting agreement, if applicable, in usual and customary form, with the underwriter(s) managing underwriter, if any, selected by a majority-in-interest of such Holders with respect to such offering;. Each participating Holder participating in such underwriting shall also enter into and perform its obligations under any such agreement. (vig) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statements to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Parent are then listed; (vii) provide a transfer agent and registrar for Cause all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all Section 1 to be listed on The Nasdaq National Market or such Registrable Securities, in each case not later than other exchange as the effective date of such registration; (viii) notify the Investor, promptly after the Parent receives notice thereof, of the time when such registration statement has been declared effective Parent's Common Stock is then listed or a supplement to any prospectus forming a part of such registration statement has been filed; and (ix) after such registration statement becomes effective, notify the Investor of any request by the Commission that the Parent amend or supplement such registration statement or prospectusquoted.

Obligations of the Parent. In connection with At its obligations under this Section 4.2, expense the Parent shall: (i) prepare and file with the Commission the registration statements with respect to the Registrable Securities in accordance with the terms of this Agreement and use its commercially reasonable efforts to cause such registration statements keep the Registration Statement, and any qualification, exemption or compliance under state securities laws which the Parent determines to become obtain, continuously effective and keep such registration statements effective until the distribution contemplated in such registration statements has been completed and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition Lender, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the securities covered by such registration statementsLender ceases to hold any Registrable Shares. The period of time during which the Parent is required hereunder to keep a Registration Statement effective is referred to herein as the “Registration Period”; (ii) prepare and file during the Registration Period, advise the Lender, as expeditiously as possible: (1) when a Registration Statement or any amendment thereto has been filed with the Commission SEC; (2) after it shall receive notice or obtain knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such amendments and supplements purpose; (3) of the receipt by the Parent of any notification with respect to the suspension of the qualification of the Registrable Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such registration statements, and purpose; and (4) of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus used in connection with such registration statementsso that, as may of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to comply make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading. Notwithstanding anything to the contrary set forth herein, the Parent shall not, when so advising the Lender of such events, provide the Lender with any material, nonpublic information regarding the Securities Act Parent other than to the extent that providing notice to the Lender of the occurrence of the events listed in order (1) through (4) above constitutes material, nonpublic information regarding the Parent; provided, that any information or documents required to enable be delivered by the disposition Parent to the Lender or requested by the Lender under the Loan Agreement shall not be deemed to be a violation of all securities covered by such registration statementthis paragraph; (iii) furnish to during the Investor such numbers of copies of a prospectusRegistration Period, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Investor may reasonably request in order to facilitate its disposition of its Registrable Securities; (iv) use its commercially reasonable efforts to register and qualify obtain the securities covered by such registration statements under such other securities or blue-sky laws withdrawal of such jurisdictions any order suspending the effectiveness of any Registration Statement as shall be soon as reasonably requested by practicable; (iv) during the Investor; provided that Registration Period, upon the occurrence of any event contemplated in Section 1(b)(ii)(4) above, the Parent shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, such prospectus will not be required include any untrue statement of a material fact or omit to qualify state any material fact necessary to do business or to file a general consent to service make the statements therein, in light of process in any such states or jurisdictionsthe circumstances under which they were made, unless the Parent is already subject to service in such jurisdiction and except as may be required by the Securities Actnot misleading; (v) in during the event of any underwritten public offeringRegistration Period, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering; (vi) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statements Shares to be listed on a national securities exchange or trading system and each securities exchange and trading system Nasdaq; (if anyvi) on which similar securities issued by during the Parent are then listed;Registration Period, use its commercially reasonable efforts to allow the Lender to review disclosure regarding the Lender in the Registration Statement; and (vii) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securitiesduring the Registration Period, otherwise, in each case not later than good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the effective date of such registration; (viii) notify Lender in connection with the Investor, promptly after the Parent receives notice thereof, registration of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and (ix) after such registration statement becomes effective, notify the Investor of any request by the Commission that the Parent amend or supplement such registration statement or prospectusRegistrable Shares.

Obligations of the Parent. In connection with the case of registration, qualification, exemption or compliance effected by the Parent pursuant to this Agreement, the Parent will, upon request of the Holder Representative, inform the Holder Representative as to the status of such registration, qualification, exemption and compliance. The Parent shall, at its expense and in addition to its obligations under this Section 4.27.1, the Parent shallas expeditiously as reasonably possible: (ia) prepare and file with except for such times as the Commission Parent is permitted hereunder to suspend the registration statements with respect to use of the Registrable Securities in accordance with prospectus forming part of the terms of this Agreement and Registration Statement, use its commercially reasonable efforts to cause such registration statements to become effective and keep such registration statements registration, and any required qualification, exemption or compliance under state securities laws effective until the distribution contemplated date all Parent Common Stock issued as Merger Consideration and held by the Company Stockholders may be sold during any ninety (90) day period under Rule 144 and any contractual agreements with the Parent. The period of time during which the Parent is required hereunder to keep the Registration Statement effective is referred to herein as the “Registration Period”; (b) advise the Holder Representative promptly (and, in such registration statements any event, within five (5) business days): (i) when the Registration Statement or any amendment thereto has been completed and as may be necessary to comply filed with the provisions of SEC and when the Securities Act with respect to the disposition of the securities covered by such registration statementsRegistration Statement or any post-effective amendment thereto has become effective; (ii) prepare and file with of the Commission receipt by the Parent of any notification from the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such amendments and supplements to such registration statements, and the prospectus used in connection with such registration statements, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statementpurpose; (iii) furnish of the receipt by the Parent of any notification with respect to the Investor suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such numbers purpose; and (iv) of copies the occurrence of any event that requires the making of any changes in the Registration Statement or the prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, including a preliminary prospectus, as required by in the Securities Act, and such other documents as light of the Investor may reasonably request in order to facilitate its disposition of its Registrable Securitiescircumstances under which they were made) not misleading; (ivc) use its commercially reasonable efforts to register obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable; (d) if the Holder Representative so requests in writing, promptly furnish to the Holder Representative, without charge, at least one copy of such Registration Statement and qualify any post-effective amendment thereto, including financial statements and schedules, and, if explicitly requested, all exhibits in the securities form filed with the SEC; (e) during the Registration Period, promptly deliver to the Holder Representative, without charge, at least one copy of the prospectus included in such Registration Statement and any amendment or supplement thereto and as many additional copies as the Holder Representative may reasonably request; and the Parent consents to the use, consistent with the provisions hereof, of the prospectus or any amendment or supplement thereto by the Holder Representative in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto; (f) during the Registration Period, if the Holder Representative so requests in writing, deliver to the Holder Representative, without charge, (i) one copy of the following documents, other than those documents available via XXXXX (and excluding, in each case, exhibits thereto): (A) its annual report to its stockholders, if any (which annual report will contain financial statements audited in accordance with GAAP by a firm of certified public accountants of recognized standing), (B) if not included in substance in its annual report to stockholders, its annual report on Form 10-K (or similar form), (C) its definitive proxy statement with respect to its annual meeting of stockholders, (D) each of its quarterly reports to its stockholders, and, if not included in substance in its quarterly reports to stockholders, its quarterly report on Form 10-Q (or similar form), and (E) a copy of the Registration Statement; and (ii) if explicitly requested, any exhibits filed with respect to the foregoing; (g) upon the occurrence of any event contemplated by Section 7.3(b)(iv) above, except for such registration statements under such other securities or blue-sky laws of such jurisdictions times as shall be reasonably requested by the Investor; provided that the Parent shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Parent is already subject permitted hereunder to service suspend the use of the prospectus forming part of the Registration Statement, the Parent will use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to the Holder Representative, the prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in such jurisdiction and except as may be required by the Securities Actlight of the circumstances under which they were made, not misleading; (vh) comply in all material respects with all applicable rules and regulations of the event SEC which could affect the sale of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offeringRegistrable Securities; (vii) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statements to be listed on a national each securities exchange or trading system and each securities exchange and trading system (market, if any) , on which similar equity securities issued by the Parent are then have been listed; (viij) provide a transfer agent and registrar for use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable Securities registered pursuant contemplated hereby and to this Agreement and provide a CUSIP number for all such enable the Holder Representative to sell Registrable Securities, in each case not later than the effective date of such registration; (viii) notify the Investor, promptly after the Parent receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filedSecurities under Rule 144; and (ixk) after such registration statement becomes effectivepermit counsel for the Holder Representative to review the Registration Statement and all amendments and supplements thereto, notify within two (2) business days prior to the Investor filing thereof with the SEC; provided that, in the case of any request by the Commission that Section 7.3(k) above, the Parent amend will not be required to delay the filing of the Registration Statement or any amendment or supplement thereto to incorporate any comments to the Registration Statement or any amendment or supplement thereto by or on behalf of the Holder Representative if such registration statement comments would require a delay in the filing of such Registration Statement, amendment or prospectussupplement, as the case may be.

Obligations of the Parent. In connection with its obligations Whenever required to effect the registration of any Registrable Securities under this Section 4.2Agreement, the Parent shall, as expeditiously as reasonably possible: (ia) prepare Prepare and file with the Commission the SEC a registration statements statement with respect to the such Registrable Securities in accordance with the terms of this Agreement and use its commercially reasonable reasonable, diligent efforts to cause such registration statements statement to become effective and effective, and, upon the request of Holder, keep such registration statements statement effective until for up to ninety days. (b) Prepare and file with the distribution contemplated in SEC such amendments and supplements to such registration statements has been completed statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such registration statements; (ii) prepare and file with the Commission such amendments and supplements to such registration statements, and the prospectus used in connection with such registration statements, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;. (iiic) furnish Furnish to the Investor Holder such numbers number of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the requirements of the Securities Act, and such other documents as the Investor they may reasonably request in order to facilitate its the disposition of its the Registrable Securities;Securities owned by them that are included in such registration. (ivd) use its commercially reasonable Use reasonable, diligent efforts to register and qualify the securities covered by such registration statements statement under such other securities or blue-sky Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investor; Holder, provided that the Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Parent is already subject to service in such jurisdiction and except as may be required by the Securities Act;. (ve) in In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering;. Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (vif) use its commercially reasonable efforts Notify Holder at any time when a prospectus relating to cause all such the Registrable Securities covered by such registration statements statement is required to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by delivered under the Parent are then listed; (vii) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (viii) notify the Investor, promptly after the Parent receives notice thereof, Act of the time when happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement has been declared effective of a material fact or omits to state a supplement material fact required to any prospectus forming a part be stated therein or necessary to make the statements therein not misleading in the light of such registration statement has been filed; and (ix) after such registration statement becomes effective, notify the Investor of any request by the Commission that the Parent amend or supplement such registration statement or prospectuscircumstances then existing.

Obligations of the Parent. In connection with its obligations under this Section 4.2Whenever required to effect the registration of any Registrable Securities, the Parent shall, as expeditiously as reasonably possible: (ia) prepare and file with the Commission the SEC a registration statements statement with respect to the such Registrable Securities in accordance with the terms of this Agreement and use its commercially all reasonable efforts to cause such registration statements statement to become effective and effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statements statement effective until the Holders have completed the distribution contemplated in related thereto. (b) Prepare and file with the SEC such amendments and supplements to such registration statements has been completed statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such registration statements; (ii) prepare and file with the Commission such amendments and supplements to such registration statements, and the prospectus used in connection with such registration statements, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;statement for the period set forth in subsection (a) above. (iiic) furnish Furnish to the Investor Holders such numbers number of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the requirements of the Securities Act, and such other documents as the Investor they may reasonably request in order to facilitate its the disposition of its Registrable Securities;Securities owned by them. (ivd) use Use its commercially reasonable efforts to register and qualify the securities covered by such registration statements statement under such other securities or blue-sky Blue Sky laws of such jurisdictions as shall be reasonably requested by the InvestorHolders; provided that the Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Parent is already subject to service in such jurisdiction and except as may be required by the Securities Act;. (ve) in In the event of any underwritten public offeringUnderwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering;. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (vif) use its commercially reasonable efforts to cause all such Notify each Holder of Registrable Securities covered by such registration statements statement at any time when a prospectus relating thereto is required to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by delivered under the Parent are then listed; (vii) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (viii) notify the Investor, promptly after the Parent receives notice thereof, Act of the time when happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement has been declared effective of a material fact or omits to state a supplement material fact required to any prospectus forming a part be stated therein or necessary to make the statements therein not misleading in the light of such registration statement has been filed; and (ix) after such registration statement becomes effective, notify the Investor of any request by the Commission that the circumstances then existing. The Parent will use reasonable efforts to amend or supplement such registration prospectus in order to cause such prospectus not to include any untrue statement of a material fact or prospectusomit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Use its reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through in an Underwritten Offering, (i) an opinion, dated as of such date, of the counsel representing the Parent for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Parent, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters.

Obligations of the Parent. In connection with its obligations under this Section 4.2the registration of the Registrable Securities, Parent shall have the Parent shallfollowing obligations: (i) a. Parent shall prepare promptly and file with the Commission the registration statements SEC a Registration Statement with respect to the Registrable Securities as provided in accordance with the terms of this Agreement Section 2(a), and thereafter use its commercially reasonable commercial efforts to cause such registration statements Registration Statement relating to Registrable Securities to become effective effective, and keep the Registration Statement effective pursuant to Rule 415 at all times until such date as is the earlier of (i) the date on which all of the Registrable Securities have been sold and (ii) the date on which the Registrable Securities (in the opinion of counsel to the Shareholders) may be immediately sold without restriction (including without limitation as to volume by each holder thereof) without registration statements under the 1933 Act (the "Registration Period"). b. Parent shall prepare and file with the SEC such amendments (including post-effective until amendments) and supplements to the distribution contemplated Registration Statement and the prospectus used in such registration statements has been completed and connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities 1933 Act with respect to the disposition of all Registrable Securities of the securities Company covered by the Registration Statement until such registration statements;time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in the Registration Statement. c. Parent shall furnish to the Shareholders (i) promptly after the Registration Statement is prepared and publicly distributed, filed with the SEC, or received by Parent, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto and (ii) prepare and file with the Commission such amendments and supplements to such registration statements, and the prospectus used in connection with such registration statements, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; (iii) furnish to the Investor such numbers number of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and all amendments and supplements thereto and such other documents as the Investor Shareholders may reasonably request in order to facilitate its the disposition of its the Registrable Securities;Securities owned by such Shareholders. Parent will immediately notify the Shareholders by facsimile of the effectiveness of the Registration Statement or any post-effective amendment. Parent will promptly file an acceleration request as soon as practicable following the resolution or clearance of all SEC comments or, if applicable, following notification by the SEC that the Registration Statement or any amendment thereto will not be subject to review. (iv) d. Parent shall use its commercially reasonable efforts to (i) register and qualify the securities Registrable Securities covered by such registration statements the Registration Statement under such other securities or blue-sky "blue sky" laws of such jurisdictions in the United States as shall the Shareholders reasonably request, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably requested by necessary or advisable to qualify the InvestorRegistrable Securities for sale in such jurisdictions; provided provided, however, that the Parent shall not be -------- ------- required in connection therewith or as a condition thereto to (a) qualify to do business or in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (b) subject itself to general taxation in any such jurisdiction, (c) file a general consent to service of process in any such states or jurisdictionsjurisdiction, unless (d) provide any undertakings that cause the Parent is already subject to service undue expense or burden, or (e) make any change in such jurisdiction and except as may be required by the Securities Act;its charter or bylaws. (v) in e. In the event of any underwritten public the Shareholders select underwriters for the offering, Parent shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the underwriter(s) underwriters of such offering;. f. As promptly as practicable after becoming aware of such event, Parent shall notify the Shareholders of (vix) the issuance by the SEC of a stop order suspending the effectiveness of the Registration Statement, (y) the happening of any event, of which Parent has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (z) the occurrence or existence of any pending corporate development that, in the reasonable discretion of Parent, makes it appropriate to suspend the availability of the Registration Statement and use its commercially reasonable best efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment to the Shareholders, as the Shareholders may reasonably request; provided that, for not more than twenty (20) consecutive trading days (or a total of not more than thirty (30) trading days in any twelve (12) month period) (or 60 trading days in any 12 month period, in the case of an event described in clause (z) above that arises from an acquisition or a probable acquisition or financing, recapitalization, business combination or other similar transaction), Parent may delay the disclosure of material non-public information concerning Parent (as well as prospectus or Registration Statement updating) the disclosure of which at the time is not, in the good faith opinion of Parent, the best interests of Parent (an "Allowed Delay"); provided, further, that Parent shall promptly (i) notify the Shareholders in writing of the existence of (but in no event, without the prior written consent of the Shareholders, shall Parent disclose to such Shareholder any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay and (ii) advise the Shareholders in writing to cease all sales under the Registration Statement until the end of the Allowed Delay. Upon expiration of the Allowed Delay, Parent shall again be bound by the first sentence of this Section 3(f) with respect to the information giving rise thereto. g. Parent shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, and, if such an order is issued, to obtain the withdrawal of such order at the earliest possible moment and to notify each Shareholder who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance of such order and the resolution thereof. h. Parent shall permit a single firm of counsel designated by the Shareholders to review the Registration Statement and all amendments and supplements thereto (as well as all requests for acceleration or effectiveness thereof) a reasonable period of time prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects and will not request acceleration of the Registration Statement without prior notice to such counsel. The sections of the Registration Statement covering information with respect to the Shareholders, the Shareholders' beneficial ownership of securities of Parent or the Shareholders' intended method of disposition of Registrable Securities shall conform to the information provided to Parent by each of the Shareholders. i. Parent shall (i) cause all such the Registrable Securities covered by such registration statements the Registration Statement to be listed on a each national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities of the same class or series issued by the Parent are then listed; (vii) provide a transfer agent and registrar for all , if any, if the listing of such Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than is then permitted under the effective date rules of such registration; exchange, or (viiiii) notify secure the Investor, promptly after the Parent receives notice thereofdesignation and quotation, of all the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and (ix) after such registration statement becomes effective, notify the Investor of any request Registrable Securities covered by the Commission that Registration Statement on the Parent amend or supplement such registration statement or prospectusNasdaq or, if not eligible for the Nasdaq on the Nasdaq SmallCap.

Obligations of the Parent. In connection with its obligations under this Section 4.2the registration of the Registrable Securities, the Parent shallshall do each of the following: (ia) prepare Prepare and file with the Commission the registration statements with respect to the Registrable Securities in accordance with the terms required by Section 2 of this Agreement and use its commercially reasonable efforts such amendments (including post- effective amendments) and supplements to cause such registration statements to become effective the Registration Statement and keep such registration statements effective until the distribution contemplated prospectuses used in connection with the Registration Statement, each in such registration statements has been completed form as to which Hibben and his counsel shall not have objected, as may be necessary to keep the Registration effective at all times during the Registration Period, and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all of the securities Registrable Securities of the Parent covered by the Registration Statement until such registration statementstime as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in the Registration Statement; (iib) prepare Notify Hibben, if the Registrable Securities of Hibben are included in the Registration Statement, and file his legal counsel identified to the Parent, promptly after the same is prepared and publicly distributed, filed with the Commission such Commission, or received by the Parent, of the availability on the Internet, including the URL, the Registration Statement, each preliminary prospectus, each final prospectus, and all amendments and supplements to such registration statements, and the prospectus used in connection with such registration statements, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; (iii) furnish to the Investor such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, thereto and such other documents documents, as the Investor Hibben may reasonably request in order to facilitate its the disposition of its his Registrable Securities; (ivc) use its commercially Furnish to Hibben and his counsel copies of any correspondence between the Parent and the Commission with respect to any registration statement or amendment or supplement thereto filed pursuant to this Agreement; (d) Use all reasonable efforts to (i) register and qualify the securities Registrable Securities covered by such registration statements the Registration Statement under such other securities or blue-blue sky laws of such jurisdictions as shall Hibben may reasonably request, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (iv) take all other actions reasonably requested by necessary or advisable to qualify the Investor; Registrable Securities for sale in such jurisdictions, provided that in connection therewith, the Parent shall not be required to qualify to do business as a foreign corporation or to file a general consent to the service of process in any such states or jurisdictions, unless the Parent is already subject to service in such jurisdiction and except as may be required by the Securities Actjurisdiction; (ve) As promptly as practicable after becoming aware of such event, notify Hibben of the occurrence of any event of which the Parent has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and to use its best efforts to promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the Commission to correct such untrue statement of omission, and to deliver a number of copies of such supplement or amendment to Hibben as Hibben may reasonably request; (f) As promptly as practicable after becoming aware of such event, notify Hibben or his transferee who holds Registrable Securities being sold (or, in the event of any an underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(smanaging underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time, and to use its best efforts to promptly obtain the withdrawal of such offeringstop order or other suspension of effectiveness; (vig) use its commercially reasonable efforts If the offering is underwritten, and the underwriter so requests, to cause all such furnish on the date that Registrable Securities covered by are delivered to the underwriters for sale pursuant to such registration statements to be listed on a national securities exchange or trading system and each securities exchange and trading system registration: (if anyi) on which similar securities issued by an opinion dated such date of counsel representing the Parent are then listed; (vii) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date purposes of such registration; (viii) notify , addressed to the Investorunderwriters and to Hibben in connection with such underwriting, promptly after the Parent receives notice thereof, of the time when stating that such registration statement has been declared become effective or a supplement under the Securities Act and that (A) to any prospectus forming a part the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act and (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial data contained therein) and (ii) a letter dated such date from the Parent's independent public accountants addressed to the underwriters and to such Purchaser, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Parent included in the registration statement has been filedor the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters may reasonably request; and (ixi) Cooperate with Hibben to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and to enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as Hibben may reasonably request, and registered in such names as Hibben may request; and, within three business days after such registration statement becomes effective, notify the Investor of any request a Registration Statement which includes Registrable Securities is ordered effective by the Commission that Commission, the Parent amend or supplement shall deliver, and shall cause legal counsel selected by the Parent to deliver, to the transfer agent for the Registrable Securities (with copies to Hibben) an appropriate instruction and opinion of such registration statement or prospectuscounsel.

Obligations of the Parent. In connection with its obligations under Whenever required to effect the registration of any Registrable Securities pursuant to this Section 4.2Agreement, the Parent shall, as expeditiously as reasonably possible: (ia) prepare Prepare and file with the Commission the SEC a registration statements statement with respect to the such Registrable Securities in accordance with the terms of this Agreement and use its commercially reasonable best lawful efforts to cause such registration statements statement to become effective effective, and use its best efforts to keep such registration statements statement effective until all such Registrable Securities have been distributed; (b) Prepare and file with the distribution contemplated in SEC such amendments and supplements to such registration statements has been completed statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities 1933 Act with respect to the disposition of the securities covered by such registration statements; (ii) prepare and file with the Commission such amendments and supplements to such registration statements, and the prospectus used in connection with such registration statements, as may be necessary to comply with the all Registrable Securities Act in order to enable the disposition of all securities covered by such registration statement;; -------------------------------------------------------------------------------- 18 19 Loan Agreement (continued) -------------------------------------------------------------------------------- (iiic) furnish Furnish to the Investor Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the Securities requirements of the 1933 Act, and such other documents as the Investor they may reasonably request in order to facilitate its the disposition of its Registrable SecuritiesSecurities owned by them; (ivd) use Use its commercially reasonable best lawful efforts to register and qualify the securities covered by such registration statements statement under such other securities or blue-sky Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investor; Holders, provided that the Parent shall not be required in connection therewith or as a condition thereto to qualify as a broker-dealer in any states or jurisdictions or to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Parent is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ve) in In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreementagreement with the managing underwriter of such offering, in usual and customary form, with form reasonably satisfactory to the underwriter(s) Parent and the Holders of a majority of the Registrable Securities to be included in such offering;. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; and (vif) use its commercially reasonable efforts to cause all such Notify each Holder of Registrable Securities covered by such registration statements statement, at any time when a prospectus relating thereto and covered by such registration statement is required to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by delivered under the Parent are then listed; (vii) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (viii) notify the Investor, promptly after the Parent receives notice thereof1933 Act, of the time when happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement has been declared effective of a material fact or omits to state a supplement material fact required to any prospectus forming a part be stated therein or necessary to make the statements therein not misleading in the light of such registration statement has been filed; and (ix) after such registration statement becomes effective, notify the Investor of any request by the Commission that the Parent amend or supplement such registration statement or prospectuscircumstances then existing.

Obligations of the Parent. In connection with its obligations Whenever required under this Section 4.22.1 to effect the registration of any Registrable Securities, the Parent shall:, as expeditiously as reasonably possible, (ia) use its best efforts to prepare and file with the SEC as soon as reasonably practicable, a registration statement with respect to the Registrable Securities and use its best efforts to cause such registration to promptly become effective; (b) prepare and file with the Commission the registration statements with respect SEC such amendments and supplements to the Registrable Securities in accordance with the terms of this Agreement and use its commercially reasonable efforts to cause such registration statements to become effective statement and keep the prospectus used in connection with such registration statements effective until the distribution contemplated in such registration statements has been completed and statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such registration statements; (ii) prepare and file with the Commission such amendments and supplements to such registration statements, and the prospectus used in connection with such registration statements, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; (iiic) furnish to the Investor Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the requirements of the Securities Act, and such other documents as the Investor they may reasonably request in order to facilitate its the disposition of its Registrable SecuritiesSecurities owned by them; (ivd) use its commercially reasonable commercial efforts to register and qualify the securities covered by such registration statements statement under such other securities or blue-sky Blue Sky laws of such jurisdictions as shall be reasonably requested by the InvestorHolders; provided that that, the Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Parent is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ve) in the event of any an underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (vif) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statements registered pursuant to this Agreement hereunder to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Parent are then listed; (viig) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement hereunder and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (viii) notify the Investor, promptly after the Parent receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and (ixh) after such registration statement becomes effectiveuse its reasonable commercial efforts to furnish, notify at the Investor request of any request by Holder requesting registration of Registrable Securities pursuant to this Section 2, on the Commission that date on which such Registrable Securities are sold to the underwriter, (i) an opinion, dated such date, of the counsel representing the Parent amend or supplement for the purposes of such registration statement or prospectusregistration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a "comfort" letter dated such date, from the independent certified public accountants of the Parent, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any.

Obligations of the Parent. In connection with its obligations Whenever required to effect the ------------------------- registration of any Registrable Securities under this Section 4.2Agreement, the Parent shall, as expeditiously as reasonably possible: (ia) prepare Prepare and file with the Commission the SEC a registration statements statement with respect to the such Registrable Securities in accordance with the terms of this Agreement and use its commercially reasonable reasonable, diligent efforts to cause such registration statements statement to become effective and effective, and, upon the request of Holder, keep such registration statements statement effective until for up to ninety days. (b) Prepare and file with the distribution contemplated in SEC such amendments and supplements to such registration statements has been completed statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such registration statements; (ii) prepare and file with the Commission such amendments and supplements to such registration statements, and the prospectus used in connection with such registration statements, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;. (iiic) furnish Furnish to the Investor Holder such numbers number of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the requirements of the Securities Act, and such other documents as the Investor they may reasonably request in order to facilitate its the disposition of its the Registrable Securities;Securities owned by them that are included in such registration. (ivd) use its commercially reasonable Use reasonable, diligent efforts to register and qualify the securities covered by such registration statements statement under such other securities or blue-sky Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investor; Holder, provided that the Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Parent is already subject to service in such jurisdiction and except as may be required by the Securities Act;. (ve) in In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering;. Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (vif) use its commercially reasonable efforts Notify Holder at any time when a prospectus relating to cause all such the Registrable Securities covered by such registration statements statement is required to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by delivered under the Parent are then listed; (vii) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (viii) notify the Investor, promptly after the Parent receives notice thereof, Act of the time when happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement has been declared effective of a material fact or omits to state a supplement material fact required to any prospectus forming a part be stated therein or necessary to make the statements therein not misleading in the light of such registration statement has been filed; and (ix) after such registration statement becomes effective, notify the Investor of any request by the Commission that the Parent amend or supplement such registration statement or prospectuscircumstances then existing.

Obligations of the Parent. In connection with its obligations Whenever required under this Section 4.21 to effect the registration of any Registrable Securities, the Parent shall, as expeditiously as reasonably possible: (ia) prepare Prepare and file with the Commission the SEC a registration statements statement with respect to the such Registrable Securities in accordance with the terms of this Agreement and use its commercially reasonable best efforts to cause such registration statements statement to become effective and effective, provided that the Parent shall have no obligation to keep such registration statements statement effective until for more than 60 days. (b) Prepare and file with the distribution contemplated in SEC such amendments and supplements to such registration statements has been completed statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such registration statements; (ii) prepare and file with the Commission such amendments and supplements to such registration statements, and the prospectus used in connection with such registration statements, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;. (iiic) furnish Furnish to the Investor Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the Securities requirements of the Act, and such other documents as the Investor they may reasonably request in order to facilitate its the disposition of its Registrable Securities;Securities owned by them. (ivd) use Use its commercially reasonable best efforts to register and qualify the securities covered by such registration statements statement under such other securities or blue-blue sky laws of such jurisdictions as shall be reasonably requested by the InvestorHolders; provided that the Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Parent is already subject to service in such jurisdiction and except as may be required by the Securities Act;. (ve) in In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) managing underwriter of such offering;. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (vif) use its commercially reasonable efforts to cause all such Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Act or the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Cause all such Registrable Securities registered pursuant hereunder to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Parent are then listed;. (viih) provide Provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement hereunder and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;. (viiii) notify In the Investor, promptly after the Parent receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and (ix) after such registration statement becomes effective, notify the Investor event of any request underwritten public offering, cooperate with the selling Holders, the underwriters participating in the offering and their counsel in any due diligence investigation reasonably requested by the Commission selling Holders or the underwriters in connection therewith, and participate, to the extent reasonably requested by the managing underwriter for the offering or the selling Holder, in efforts to sell the Registrable Securities under the offering (including, without limitation, participating in "roadshow" meetings with prospective investors) that would be customary for underwritten primary offerings of a comparable amount of equity securities by the Parent amend or supplement such registration statement or prospectusParent.

Obligations of the Parent. In connection with its obligations under this Section 4.2Whenever required to effect the registration of any Registrable Securities or facilitate the distribution of Registrable Securities pursuant to an effective Form S-3, the Parent shall, as expeditiously as possible: (i) prepare Prepare and file with the Commission SEC a Registration Statement covering the registration statements with respect to the resale of all Registrable Securities in accordance with the terms of this Agreement and use its commercially reasonable efforts (or a prospectus supplement pursuant to cause such registration statements to become an effective Registration Statement) and keep such registration statements Registration Statement effective until or such prospectus supplement current for the distribution contemplated period set forth in Section 8.10(b). (ii) Prepare and file with the SEC such registration statements has been completed amendments and supplements to the applicable Registration Statement and the prospectus or prospectus supplement used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such registration statements; (ii) prepare and file with the Commission such amendments and supplements to such registration statements, and the prospectus used in connection with such registration statements, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;Registration Statement. (iii) furnish to the Investor such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Investor may reasonably request in order to facilitate its disposition of its Registrable Securities; (iv) use Use its commercially reasonable efforts to register and qualify the securities covered by such registration statements Registration Statement under such other securities or blue-blue sky laws of such jurisdictions as shall be reasonably requested by each Seller Person, to keep such registration or qualification in effect for so long as such Registration Statement is required to remain current and effective pursuant to Section 8.10(b), and to take any other action which may be reasonably necessary to enable Seller Persons to consummate the Investordisposition in such jurisdictions of the Registrable Securities owned by Seller Persons; provided that that, the Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Parent is already subject to service in such jurisdiction and except as may be required by the Securities Act;. (viv) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering; (vi) use Use its commercially reasonable efforts to cause all such procure the cooperation of the Parent’s transfer agent in settling any sale or transfer of Registrable Securities covered by such registration statements to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Parent are then listed;Securities. (viiv) provide If requested by a transfer agent and registrar for all Registrable Securities registered pursuant Seller Person, promptly include in a prospectus supplement or amendment such information as the Seller Person may reasonably request in order to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than permit the effective date intended method of distribution of such registration; (viii) notify the Investor, promptly securities and make all required filings of such prospectus supplement or such amendment as soon as practicable after the Parent receives notice thereof, of the time when has received such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and (ix) after such registration statement becomes effective, notify the Investor of any request by the Commission that the Parent amend or supplement such registration statement or prospectusrequest.