Common use of Obligations of the Purchasers Clause in Contracts

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable SecuritiesSecurities 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 Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of the its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii3.1(b)(ii) the happening of an event pursuant to Section 3(h3.4(d) and Section 3.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: A. It shall be a condition precedent to the obligations of the Company under Sections 2 and 3 with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable SecuritiesSecurities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days trading days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) B. Each Purchaser, by its such Purchaser’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser’s election to exclude all of its such Purchaser’s Registrable Securities from such Registration Statement. (c) C. Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an any event pursuant to Section 3(hof the kind described in Sections 3(D) hereofor 9, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Purchaser’s receipt of the Purchaser is advised copies of the supplemented or amended prospectus contemplated by the Company that such dispositions may again be madeSections 3(D) or 9.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable SecuritiesSecurities 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 Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the applicable Registration Statement covering such Registrable Securities Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required necessary to effect the registration of such Registrable Securities. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires that is reasonably necessary from such Purchaser if such Purchaser elects to have any of the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each In connection with the registration of the Registrable Securities, 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 Purchaser (or to make any payments or other damages to such Purchaser pursuant to Section 6.1) that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities. At least Selling Stockholder Questionnaire set forth on Exhibit C hereto within five (5) Business Trading Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser after receipt of the information the Company requires from such Purchaser if such Purchaser elects to have any of the Registrable Securities included in the Registration StatementCompany's written request. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its such Purchaser's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser's election to exclude all of its such Purchaser's Registrable Securities from such Registration Statement. (cb) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an any event pursuant to of the kind described in Section 3(h) hereof6.1(e), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Purchaser's receipt of the Purchaser is advised copies of the supplemented or amended prospectus contemplated by Section 6.1(e) and, if so directed by the Company, such Purchaser shall deliver to the Company that (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such dispositions may again be madePurchaser's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable SecuritiesSecurities 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 Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two five (25) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required necessary to effect the registration of such Registrable Securities. At least five (5) Business Days prior to the first anticipated filing date of any Registration StatementStatement or any amendment thereto, the Company shall notify each Purchaser of the information the Company requires that is reasonably necessary from such Purchaser if such Purchaser elects to have any of the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement or amendment thereto if such Purchaser elects to have any of its the Registrable Securities included in the such Registration Statement. (b) Each Purchaser, 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 (including any amendment thereto) hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 4.1(a) through 4.1(c) with respect to the Registrable Securities of any Purchaser shall that such Purchaser furnish in writing to the Company such a Selling Securityholder Questionnaire and any 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 such Purchaser 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 Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of the Registrable Securities included in the Registration StatementPurchaser. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities Shares, agrees to cooperate with the Company as reasonably requested by Company, promptly furnish information to the Company and complete and execute such documents in connection with the preparation and filing of a Registration Statement hereunder, hereunder unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof4.3(b), such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement covering such Registrable Securities Securities, until the Purchaser is advised by the Company that such dispositions may again be made. Each Purchaser further agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to any Registration Statement and that it shall sell its Shares in accordance with the Plan of Distribution set forth in the Prospectus. The Company may provide appropriate stop orders to enforce the provisions of this paragraph.

Obligations of the Purchasers. (a) Each Purchaser shall furnish Notwithstanding any other provision of the Agreement, no Holder of Registrable Securities may include any of its Registrable Securities in writing the Registration Statement pursuant to this Agreement unless the Holder furnishes to the Company a completed and signed selling stockholder questionnaire in customary form that contains such information regarding itselfPurchaser, the Registrable Securities securities of the Company held by it Purchaser and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required requested by the Company to effect the registration of such the Registrable Securities. At , at least five ten (510) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. Each Holder who intends to include any of its Registrable Securities in the Registration Statement shall promptly furnish the Company in writing such other information as the Company may reasonably request in writing. Each Holder acknowledges and agrees that the information in the selling shareholder questionnaire or request for further information as described in this Section 2.4(a) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement, but only to the extent, such information is required by Regulation S-K. The Company shall not be obligated to file more than one post-effective amendment or supplement in any sixty (60) day period following the date such Registration Statement is declared effective for the purposes of naming Holders as selling security holders who are not named in such Registration Statement at the time of effectiveness. (b) Each Purchaser, 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 Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common Stock beneficially owned by such Holder and any affiliate thereof, (ii) any FINRA affiliations, (iii) any natural persons who have the power to vote or dispose of the Common Stock and (iv) any other information as may be requested by the SEC, FINRA or any state securities commission. Each Holder agrees by its acquisition of such Registrable Securities that, it will not commence a disposition of Registrable Securities under the Registration Statement until such Holder has received (i) written confirmation from the Company of the availability of the Registration Statement, or (ii) copies of the supplemented Prospectus and/or amended Registration Statement as described, and, in each case, has also received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii2.1(b) or (ii) the happening of an any event pursuant to of the kind described in Section 3(h2.3(d) and Section 2.3(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until the Purchaser is advised by the Company that such dispositions may again be mademade and/or the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed and, if so directed by the Company, each Holder will deliver to the Company or destroy (at the Company’s expense) all copies, other than permanent file copies then in its possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities. At least five (5) Business Days business days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days business days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) ), or (ii) the happening of an event pursuant to Section 3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable SecuritiesSecurities 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 Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the 9 happening of an event pursuant to Section 3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: A. It shall be a condition precedent to the obligations of the Company under Sections 4 and 5 with respect to the Registrable Securities of a particular Purchaser that such Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, itself as shall be reasonably required to effect the registration of such Registrable SecuritiesSecurities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five fifteen (515) Business Days days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser if such Purchaser elects to have any of the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration StatementPurchaser. (b) B. Each Purchaser, by its such Purchaser’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its such Purchaser’s election to exclude all of its such Purchaser’s Registrable Securities from such Registration Statement. (c) C. Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an any event pursuant to Section 3(hof the kind described in Sections 5(G) hereofor 11, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Purchaser’s receipt of the Purchaser is advised copies of the supplemented or amended prospectus contemplated by the Company that such dispositions may again be madeSections 5(G) or 11.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of the resale of such Registrable SecuritiesSecurities and shall execute such customary 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 Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of the its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any written notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii2.1(b) or (ii) the happening of an event pursuant to Section 3(hSections 2.4(d) and 2.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable SecuritiesSecurities 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 the any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of the its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii3.1(b)(ii) the happening of an event pursuant to Section 3(h3.4(d) and Section 3.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities. At least five (5) Business Days prior to the first anticipated filing date of any the Resale Registration Statement, the Company shall notify each a Purchaser in writing of the any information the Company requires from such Purchaser if in order to have all such Purchaser’s Registrable Securities included in such Resale 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 Purchaser that such Purchaser elects shall furnish to have any the Company such information regarding such Purchaser, the Registrable Securities held by such Purchaser and the intended method of disposition of the Registrable Securities included held by such Purchaser as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in the Registration Statement. A Purchaser shall provide connection with such information to registration as the Company at least two (2) Business Days prior to may reasonably request, including the first anticipated filing date completion of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statementa selling stockholder questionnaire. (b) Each Purchaser, by its acceptance of the Registrable Securities Purchaser agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Resale Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its such Purchaser’s Registrable Securities from such Resale Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an any event pursuant to of the kind described in Section 3(h5.4(e) hereofor the first sentence of Section 5.4(d), such the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Resale Registration Statement covering such Registrable Securities until such Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.4(e) or the first sentence of Section 5.4(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of the Purchaser is advised by in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered into a contract for sale prior to such Purchaser’s receipt of a notice from the Company of the happening of any event of the kind described in Section 5.4(e) or the first sentence of Section 5.4(d) and for which such Purchaser has not yet settled. (d) Each Purchaser covenants and agrees that such dispositions may again be madeit will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Resale Registration Statement.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable SecuritiesSecurities 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 Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of the its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two three (23) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii2.1(b) or (ii) the happening of an event pursuant to Section 3(h2.3(d) and Section 2.3(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. In connection with the registration of the Registered Securities, the Purchasers shall have the following obligations; (a) 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 Registered Securities of the Purchaser that the Purchaser shall timely furnish in writing to the Company such information regarding itself, the Registrable Registered Securities held by it it, and the intended method of disposition of the Registrable Registered Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, Registered Securities and shall timely execute such documents in connection with such registration as the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statementmay reasonably request. (b) Each The Purchaser by such Purchaser, by its ’s acceptance of the Registrable Registered Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a the Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.; and (c) Each The Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement happening of an Allowed Delay pursuant to any event of the kind described in Section 2(c)(ii3(d)(ii) or (iiiii) or 3(g) above, the happening of an event pursuant to Section 3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Registered Securities pursuant to the Registration Statement covering such Registrable Registered Securities until the Purchaser is advised receives the copies of the supplemented or amended prospectus contemplated by Section 3(d)(ii) or (iii) or 3(g) and, if so directed by the Company, the Purchaser shall deliver to the Company that (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Purchaser’s possession, of the prospectus covering such dispositions may again be madeRegistered Securities current at the time of receipt of such notice.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable SecuritiesSecurities 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 Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable SecuritiesSecurities 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 Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of the Registrable Securities included in the Registration Statement. A An Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h3(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable SecuritiesSecurities 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 Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its the Registrable Securities included in the Registration Statement. (b) Each Purchaser, 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 Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii2(b) or (ii) to the happening of an event pursuant to Section 3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

Obligations of the Purchasers. In connection with the registration of the Warrant Shares, the Purchasers shall have the following obligations: (a1) Each Purchaser it shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Warrant Shares that the Purchasers shall furnish in writing to the Company such the information regarding itself, reasonably requested by the Registrable Securities held by it and Company necessary to complete the intended method of disposition of Registration Statement (the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities"Required Information"). At least five (5) Business Days 10 days prior to the first anticipated filing date of any the Registration Statement, the Company shall notify each Purchaser the Purchasers of the information Required Information needed by the Company requires from such Purchaser if such Purchaser elects in order to have any of the Registrable Securities included in include the Registration Statement. A Purchaser shall provide such information If at least 4 days prior to the SEC filing date for the Registration Statement the Company has not received the Required Information from the Purchasers, the Company shall so notify the Purchasers at least two 3 days prior to the SEC filing date for the Registration Statement and if at least 2 days prior to the SEC filing date for the Registration Statement the Company still has not received the Required Information from the Purchasers, then the Company need not file the Registration Statement; provided, however, that nothing herein shall constitute a waiver of the requirements of this Section 6 of the Notes; (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities The Purchasers agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing hereunder of a the Registration Statement hereunderStatement, unless such Purchaser has the Purchasers have notified the Company in writing of its their election to exclude all of its Registrable Securities their Warrant Shares from such Registration Statement.registration; (c3) Each Purchaser The Purchasers agrees that, upon receipt that they will not effect any disposition of their Warrant Shares except as contemplated in the Registration Statement relating thereto or as otherwise is in compliance with the registration requirements of applicable securities laws or an exemption therefrom and that they will promptly notify the Company of any material changes in the information set forth in any Registration Statement regarding the Purchasers or their plan of distribution; and the Purchasers agrees (a) to notify the Company in writing in the event that they enters into any material agreement with a broker or a dealer for the sale of the Warrant Shares through a block trade, special offering, exchange distribution or a purchase by a broker or dealer and (b) in connection with such agreement, to provide to the Company in writing the information necessary to prepare any supplemental prospectus pursuant to Rule 424(c) under the 1933 Act which is required with respect to such transaction; (4) The Purchasers acknowledges that there may occasionally be times as specified in Section 6(b)(5) or 6(b)(6) hereof when the Company must suspend the use of the prospectus until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC, the Company has prepared a supplement to the prospectus relating to the Registration Statement or the Company has filed an appropriate report with the SEC pursuant to the 1934 Act. The Purchasers hereby covenant that they will not sell any Warrant Shares pursuant to the prospectus relating thereto during the period commencing at the time at which the Purchasers receives notice from the Company of either (ithe suspension of the use of such Prospectus in accordance with Section 6(b)(7)(A) or 6(b)(7)(B) hereof and ending at the commencement of an Allowed Delay time the Company gives the Purchasers notice that they may thereafter effect sales pursuant to Section 2(c)(iisuch prospectus, or until the Company delivers to them an amended or supplemented prospectus; and (5) or (ii) in connection with any sale of the happening of an event pursuant to Section 3(h) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities Warrant Shares which is made by the Purchasers pursuant to the Registration Statement covering relating thereto (i) if such Registrable Securities until sale is made through the Purchaser Purchasers' broker, the Purchasers shall instruct such broker to deliver the applicable prospectus to the purchaser (or the broker therefor) in connection with such sale and shall supply copies of such prospectus to such broker; (ii) if such sale is advised made in a transaction directly with a Purchasers and not through the facilities of any securities exchange or market, the Purchasers shall deliver, or cause to be delivered, the applicable prospectus to such purchaser; and (iii) if such sale is made by any means other than those described in the Company that immediately preceding clauses (i) and (ii), the Purchasers shall otherwise use their reasonable best efforts to comply with the prospectus delivery requirements of the 1933 Act applicable to such dispositions may again be madesale.

Obligations of the Purchasers. (ai) Each Purchaser The Purchasers shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, Securities and shall execute such documents in connection with such registration as the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of the Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statementmay reasonably request. (bii) Each PurchaserThe Purchasers, by its their respective acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a any Registration Statement hereunder, unless any such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (ciii) Each Purchaser agrees The Purchasers agree that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant or notice from the Company that a Registration Statement contains an untrue statement of a material fact or omits to Section 2(c)(ii) state any material fact required to be stated therein or (ii) necessary to make the happening statements therein not misleading in light of an event pursuant to Section 3(h) hereofthe circumstances then existing, such Purchaser the Purchasers will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement covering such Registrable Securities Securities, until the Purchaser Purchasers’ receipt of the copies of the supplemented or amended prospectus filed with the Commission and until any related post-effective amendment is advised by the Company that such dispositions may again be madedeclared effective.