Common use of Obligations of the Stockholders Clause in Contracts

Obligations of the Stockholders. (a) At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Stockholders in writing of the information the Company requires from each Stockholder if the Stockholder’s Registrable Securities are to be included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to any Registrable Securities of the Stockholder that the Stockholder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. (b) The Stockholder, by the Stockholder’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Stockholder has notified the Company in writing of the Stockholder's election to exclude all of the Stockholder’s Registrable Securities from such Registration Statement. (c) The Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of a Grace Period under Section 3(r), the Stockholder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Stockholder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Sections 3(e) or 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Stockholder in connection with any sale of Registrable Securities with respect to which the Stockholder has entered into a contract for sale prior to the Stockholder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Stockholder has not yet settled. (d) The Stockholder covenants and agrees that it will comply with the Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a Registration Statement.

Obligations of the Stockholders. (a) At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Stockholders in writing of the information the Company requires from each Stockholder if the Stockholder’s Registrable Securities are to be included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to any Registrable Securities of the Stockholder that the Stockholder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. (b) The Stockholder, by the Stockholder’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Stockholder has notified the Company in writing of the Stockholder's ’s election to exclude all of the Stockholder’s Registrable Securities from such Registration Statement. (c) The Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of a Grace Period under Section 3(r), the Stockholder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Stockholder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Sections 3(e) or 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Stockholder in connection with any sale of Registrable Securities with respect to which the Stockholder has entered into a contract for sale prior to the Stockholder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Stockholder has not yet settled. (d) The Stockholder covenants and agrees that it will comply with the Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a Registration Statement.

Obligations of the Stockholders. (a) At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company The Stockholders shall notify the Stockholders furnish in writing of the information the Company requires from each Stockholder if the Stockholder’s Registrable Securities are to be included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to any Registrable Securities of the Stockholder that the Stockholder shall furnish to the Company such information regarding itself, itself and the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it them as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement or Prospectus, the Company shall notify the Stockholders of the information the Company requires in order to have the Registrable Securities included in the Registration Statement. The Stockholders shall provide such information to the Company at least three (3) Business Days prior to each anticipated filing date of such Registration Statement. The Company may delay the filing of any Registration Statement or Prospectus hereunder if required information from any Stockholder is not furnished to the Company within the three (3) Business Days. (b) The Stockholder, by the Stockholder’s acceptance of the Registrable Securities, agrees Stockholders agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the Stockholder has Stockholders have notified the Company in writing of the Stockholder's their election to exclude all of the Stockholder’s Registrable Securities from such Registration Statement. (c) The Stockholder agrees Stockholders agree that, upon receipt of any notice (which may be oral as long as written notice is provided by the next day) from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of the kind described in Sections 3(epursuant to Section 3(h) or 3(f) or of a Grace Period under Section 3(r)hereof, the Stockholder Stockholders will immediately discontinue the disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until otherwise notified in writing by the Company or until the Stockholder’s Stockholders’ receipt of the copies of the supplemented or amended Prospectus contemplated filed with the SEC and until any related post-effective amendment is declared effective and, if so directed by Sections 3(ethe Company, the Stockholders shall deliver or cause to be delivered to the Company (at the expense of the Company) or 3(fdestroy or cause to be destroyed (and deliver to the Company a certificate of destruction) or all copies in the Stockholders’ possession of the Prospectus covering the Registrable Securities current at the time of receipt of notice that no supplement or amendment is requiredof an event described in Section 3(h) hereof. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee The address of the Stockholder in connection with any sale of Registrable Securities with respect to which Stockholders are as set forth on the Stockholder has entered into a contract for sale prior to the Stockholder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Stockholder has not yet settledsignature pages hereto. (d) The Stockholder covenants Stockholders covenant and agrees agree that it they will comply with the Prospectus prospectus delivery requirements of the Securities 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a the Registration Statement. (e) The Stockholder acknowledges and agrees that the Shelf Registration Statement and Prospectus will in part be based on information provided by Sellers pursuant to the Transaction Documents, and accordingly the Company will have no liability to the Stockholder for any failure to comply with the Company’s obligations under this Agreement that is substantially and directly caused by the failure of any representation or warranty of Sellers pursuant to the Transaction Documents to be true and correct, or violation of Seller’s covenants pursuant to the Transaction Documents.

Obligations of the Stockholders. In connection with the registration of the Registrable Securities, the Stockholders shall have the following obligations: (a) At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Stockholders in writing of the information the Company requires from each Stockholder if the Stockholder’s Registrable Securities are to be included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to any of the Registrable Securities of the each Stockholder that the such Stockholder shall furnish to the Company in writing such information regarding itself, the Registrable Securities held by it it, and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities Securities, and such Stockholder shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) days prior to the first anticipated filing date of the registration statement, the Company shall notify such Stockholder of the information the Company requires from such Stockholder (the “Requested Information”) if such Stockholder elects to have any of its Registrable Securities included in the registration statement. If, at least two (2) business days prior to the filing date, the Company has not received the Requested Information from a Stockholder, then the Company may file the registration statement without including the Registrable Securities of such Stockholder. (b) The Stockholder, by the such Stockholder’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement registration statement hereunder, unless the such Stockholder has notified the Company in writing of the such Stockholder's ’s election to exclude all of the such Stockholder’s Registrable Securities from such Registration Statementregistration statement. (c) The Each Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(e) or 2(a)(ii), 3(f) or of a Grace Period under Section 3(r)3(g) above, the such Stockholder will immediately discontinue disposition of its Registrable Securities pursuant to any Registration Statement(s) the registration statement covering such Registrable Securities until the Stockholder’s receipt of the such copies of the supplemented or amended Prospectus prospectus contemplated by Sections 3(e) or 2(a)(ii), 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything 3(g) shall be furnished to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Stockholder in connection with any sale of Registrable Securities with respect to which the Stockholder has entered into a contract for sale prior to the such Stockholder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Stockholder has not yet settled. (d) The Stockholder covenants and agrees that it will comply with If the Prospectus delivery requirements offering is underwritten, at the request of the managing underwriters, each Stockholder or his permitted assignee holding more than one percent (1%) of the Company’s voting securities shall agree not to sell or otherwise transfer or dispose of any Registrable Securities Act as applicable of the Company held by such Stockholder (other than those included in the registration) for a period specified by the underwriters not to it exceed ninety (90) days following the effective date of the registration statement, provided that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities enter into similar agreements. The obligations described in this Section 4(d) shall not apply to a registration relating solely to employee share option plans or an exemption therefrom in connection with sales acquisition transaction registered on Form S-4. (e) Each Stockholder shall take all other reasonable actions necessary to expedite and facilitate the disposition by the Stockholder of the Registrable Securities pursuant to a Registration Statementthe registration statement.

Obligations of the Stockholders. (a) At least five (5) business days prior to In connection with the first anticipated filing date registration of a Registration Statementthe Registrable Securities, the Company Stockholders shall notify have the following obligations: 4.1 The Stockholders in writing of the information the Company requires from each Stockholder if the Stockholder’s Registrable Securities are to be included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to any Registrable Securities of the Stockholder that the Stockholder shall furnish to the Company such information regarding itself, the Registrable Securities held by it him and the intended method of disposition of the Registrable Securities held by it him as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least 10 business days prior to the first anticipated filing date of the registration statement, the Company shall notify the Stockholders of the information the Company requires from the Stockholders. (b) 4.2 The StockholderStockholders, by the Stockholder’s acceptance of the Registrable Securities, agrees agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement the registration statements hereunder, unless the Stockholder has Stockholders have notified the Company in writing of the Stockholder's their election to exclude all of the Stockholder’s their Registrable Securities from such Registration Statementthe applicable registration statement. (c4.3 In the event the Registrable Securities are included in a registration statement, the Stockholders understand that the Securities Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such registration statement, and each Stockholder shall comply with the applicable prospectus delivery requirements of the Securities Act in connection with any such sale. 4.4 The Stockholders agree to notify the Company promptly, but in any event within five business days after the date on which all Registrable Securities covered by a registration statement that are owned by the Stockholders have been sold by the Stockholders, if such date is prior to the expiration of the Registration Period, so that the Company may comply with its obligation to terminate such registration statement in accordance with Item 512(a)(3) of Regulation S-K. 4.5 The Stockholder agrees Stockholders agree that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of a Grace Period under Section 3(r)3.5, the Stockholder Stockholders will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) the registration statement covering such Registrable Securities until the Stockholder’s Stockholders’ receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Sections 3(eSection 3.5 and, if so directed by the Company, the Stockholders shall deliver to the Company (at the expense of the Company) or 3(fdestroy (and deliver to the Company a certificate of destruction) or all copies in the Stockholders’ possession (other than a limited number of permanent file copies), of the prospectus covering such Registrable Securities current at the time of receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Stockholder in connection with any sale of Registrable Securities with respect to which the Stockholder has entered into a contract for sale prior to the Stockholder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Stockholder has not yet settledsuch notice. (d) 4.6 The Stockholder covenants and agrees that it will comply with the Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom Stockholders may not participate in connection with sales of Registrable Securities any underwritten distribution pursuant to a Registration Statementregistration statement under Sections 2.1 or 2.2 unless the Stockholders (a) agree to sell their Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (b) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (c) agree to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 2.4.

Obligations of the Stockholders. (a) At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Stockholders in writing of the information the Company requires from each Stockholder if the Stockholder’s Registrable Securities are to be included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to any Registrable Securities of the Stockholder that the Each Stockholder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it itself and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least 10 Business Days prior to the first anticipated filing date of any Registration Statement or Prospectus, the Company shall notify each Stockholder of the information the Company requires in order to have the Registrable Securities included in the Registration Statement. Each Stockholder shall provide such information in writing to the Company at least five Business Days after receipt of the above-described notice from the Company. Each Stockholder that has delivered the requested information to the Company shall be named a selling security-holder in the Registration Statement and related Prospectus in such a manner as to permit such Stockholder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. The Company may exclude the Registrable Securities held by any Stockholder that has not furnished the required information to the Company within five Business Days after receipt of the above-described notice. (b) The Stockholder, by the Stockholder’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Stockholder has notified the Company in writing of the Stockholder's election to exclude all of the Stockholder’s Registrable Securities from such Registration Statement. (c) The Stockholder agrees Stockholders agree that, upon receipt of any written notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 3(c)(ii), or (ii) the happening of any an event of the kind described in Sections 3(e) or 3(f) or of a Grace Period under pursuant to Section 3(r4(j), the Stockholder Stockholders will immediately discontinue the disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until otherwise notified in writing by the Company or until the Stockholder’s Stockholders’ receipt of the copies of the supplemented or amended Prospectus contemplated filed with the SEC and, if so directed by Sections 3(ethe Company, the Stockholders shall deliver or cause to be delivered to the Company (at the expense of the Company) or 3(fdestroy or cause to be destroyed (and deliver to the Company a certificate of destruction) or all copies in the Stockholders’ possession of the Prospectus covering the Registrable Securities current at the time of receipt of notice that no supplement or amendment is requiredof an event described in Section 4(j). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee The address of the Stockholder in connection with any sale of Registrable Securities with respect to which the Stockholder has entered into a contract for sale prior to the Stockholder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Stockholder has not yet settledare as set forth on Schedule A hereto. (dc) The Stockholder covenants Stockholders covenant and agrees agree that it they will comply with the Prospectus prospectus delivery requirements of the Securities 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a the Registration Statement.

Obligations of the Stockholders. (a) At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Stockholders in writing of the information the Company requires from each Stockholder if the Stockholder’s Registrable Securities are to be included in such Registration Statement. It shall be a condition precedent to the obligations obligation of the Company to complete register the registration Registrable Securities of any Stockholder pursuant to this Agreement with respect to any Registrable Securities of the Stockholder that the such Stockholder shall furnish to the Company in writing, upon request, such information regarding himself, herself or itself, the his, her or its Registrable Securities held by it and the intended method or methods of disposition distribution of the such Registrable Securities held by it as shall be is reasonably required to effect the effectiveness of the registration of such Registrable Securities Securities. The Stockholders shall cooperate with the Company in the preparation and filing of the Registration Statement in a timely fashion and shall execute such documents in connection with such registration as use all reasonable efforts to assist the Company in having the Registration Statement declared effective by the SEC as promptly as practicable and in maintaining the accuracy and effectiveness of the Registration Statement. If a Stockholder shall obtain knowledge of any information pertaining to the Stockholders that would require any amendment or supplement to the Registration Statement, such Stockholder shall so advise the Company in writing and shall promptly furnish the Company with all information as they may reasonably requesthave and shall be required for such amendment or supplement. (b) The StockholderEach Stockholder shall (i) offer to sell or otherwise distribute his, by her or its Registrable Securities pursuant to the Stockholder’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunderand only if the Registration Statement has been filed and declared effective under the Securities Act, unless (ii) upon the Stockholder has notified the Company in writing of the Stockholder's election to exclude all of the Stockholder’s Registrable Securities from such Registration Statement. (c) The Stockholder agrees that, upon receipt of any notice from the Company of the happening occurrence of any event of the kind described in Sections 3(eSection 3.1(g)(i)(B), (C) (but only with respect to the jurisdiction suspending qualification), (D) or 3(f) or of a Grace Period under Section 3(r(E), the Stockholder will immediately forthwith discontinue any offer and disposition of his, her or its Registrable Securities pursuant to any the Registration Statement(s) Statement until such time as the Company shall have remedied such event and, if so directed by the Company, deliver to the Company all copies of the defective prospectus covering such Registrable Securities until that are then in such Stockholders’ possession or control and (iii) distribute his, her or its Registrable Securities only in accordance with the Stockholder’s receipt method or methods of the copies of the supplemented or amended Prospectus distribution contemplated by Sections 3(ethe Registration Statement. (c) During any period that the Registration Statement filed pursuant to this Agreement shall remain effective, no Stockholder nor any of its Affiliates shall (i) effect any stabilization transactions or 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Stockholder engage in any stabilization activity in connection with the ABC Common Stock or other equity securities of the Company in contravention of Regulation M under the Exchange Act, or (ii) permit any sale “Affiliated Purchaser” (as that term is defined in Regulation M under the Exchange Act) to bid for or purchase for any account in which any such Stockholder or any Affiliate of Registrable Securities with respect to which the any such Stockholder has entered into a contract for sale prior beneficial interest, or attempt to induce any other person to purchase, any shares of ABC Common Stock or other equity securities in contravention of Regulation M under the Stockholder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Stockholder has not yet settledExchange Act. (d) The Stockholder covenants and agrees that it will comply with the Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a Registration Statement.

Obligations of the Stockholders. In connection with the registration of the Registrable Securities, the Stockholders shall have the following obligations: (a) At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Stockholders in writing of the information the Company requires from each Stockholder if the Stockholder’s Registrable Securities are to be included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to any of the Registrable Securities of the each Stockholder that the such Stockholder shall furnish to the Company in writing such information regarding itself, the Registrable Securities held by it it, and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities Securities, and such Stockholder shall execute such documents in connection with such registration as the Company may reasonably request. (b) The Stockholder, by the such Stockholder’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the such Stockholder has notified the Company in writing of the such Stockholder's ’s election to exclude all of the such Stockholder’s Registrable Securities from such the Registration Statement. (c) The Stockholders shall not prepare or use any Free Writing Prospectus (as such term is defined in Rule 405 under the Securities Act) unless any and all issuer information included therein has been approved by the Company. (d) As promptly as practicable after becoming aware of such event, the Stockholders shall notify the Company of the occurrence of any event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) Each Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(e3(e)(B), 3(e)(C) or 3(f) or of a Grace Period under Section 3(r)above, the such Stockholder will shall immediately discontinue its disposition of Registrable Securities pursuant to any the Registration Statement(sStatement and, if so directed by the Company, the Stockholder shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies (other than permanent file copies) in the Stockholder’s possession of the Prospectus covering such Registrable Securities until current at the Stockholder’s time of receipt of the copies of the supplemented or amended Prospectus contemplated by Sections 3(e) or 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Stockholder in connection with any sale of Registrable Securities with respect to which the Stockholder has entered into a contract for sale prior to the Stockholder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Stockholder has not yet settledsuch notice. (df) Each Stockholder shall take all other reasonable actions necessary to expedite and facilitate the disposition by the Stockholder of the Registrable Securities pursuant to the Registration Statement. (g) The Stockholder covenants Stockholders hereby covenant and agrees agree that it they will comply with the Prospectus any prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom them in connection with sales of Registrable Securities pursuant to a the Registration Statement.

Obligations of the Stockholders. (a) At least five (5) business days Business Days prior to the first anticipated filing date of a Registration Statement, the Company Sage shall notify the Stockholders each Stockholder in writing of the information the Company Sage requires from each such Stockholder if the such Stockholder elects to have any of such Stockholder’s Registrable Securities are to be included in such a Registration Statement. It shall be a condition precedent to the obligations of the Company Sage to complete the registration pursuant to this Agreement with respect to any Registrable Securities of the a particular Stockholder that the such Stockholder shall furnish to the Company Sage such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company Sage may reasonably request. (b) The Stockholder, by the Stockholder’s acceptance of the Registrable Securities, Each Stockholder agrees to cooperate with the Company Sage as reasonably requested by the Company Sage in connection with the preparation and filing of any a Registration Statement hereunder, unless the such Stockholder has notified the Company Sage in writing of the such Stockholder's ’s election to exclude all of the such Stockholder’s Registrable Securities from such a Registration Statement. (c) The Each Stockholder agrees that, upon receipt of any notice from the Company Sage of the happening of any event of the kind described in Sections 3(e) or 3(f) or of a Grace Period under Section 3(r8.5(d), the such Stockholder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering Statement until such Registrable Securities until the Stockholder’s receipt of the copies of notice that the supplemented or amended Prospectus prospectus contemplated by Sections 3(eSection 8.5(d) or 3(f) has been filed with the SEC or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Stockholder in connection with any sale of Registrable Securities with respect to which the Stockholder has entered into a contract for sale prior to the Stockholder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Stockholder has not yet settled. (d) The Each Stockholder covenants and agrees that it will comply with the Prospectus prospectus delivery requirements of the Securities 1933 Act as applicable to it or an exemption therefrom therefrom, in connection with sales of Registrable Securities pursuant to a Registration Statement.

Obligations of the Stockholders. (a) At least five (5) business days prior to By approving this Agreement and the first anticipated filing date of a Registration Statement, the Company shall notify the Stockholders in writing consummation of the information transactions contemplated hereby, and/or participating in the Company requires from each Stockholder if Merger and receiving the Stockholder’s Registrable Securities are benefits thereof, including the right to be included in such Registration Statement. It shall be a condition precedent to receive the obligations of the Company to complete the registration pursuant to this Agreement with respect to any Registrable Securities of the Stockholder that the Stockholder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. (b) The Stockholder, by the Stockholder’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company consideration payable in connection with the preparation and filing of any Registration Statement hereunderMerger, unless the each such Stockholder has notified the Company in writing of the Stockholder's election to exclude all of the Stockholder’s Registrable Securities from such Registration Statement.agrees as follows: (ci) The Each Stockholder agrees that, upon receipt of any notice from the Company Parent of the happening occurrence of any event of the kind described in Sections 3(eSection 5.6(e) or 3(f) or of a Grace Period under Section 3(r)hereof, the such Stockholder will shall immediately discontinue disposition use of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Stockholder’s receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Sections 3(eSection 5.6(e) or 3(f) hereof or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Stockholder in connection with any sale of Registrable Securities with respect to which the Stockholder has entered into a contract for sale prior to required and that the Stockholder’s receipt of a notice from the Company use of the happening Registration Statement may be resumed. Parent may provide appropriate stop orders to enforce the provisions of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the this Section 3(e) or 3(f) event, and for which the Stockholder has not yet settled5.6(e). (dii) The Each Stockholder covenants and agrees that it will comply with the Prospectus 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 filed by Parent pursuant to this Agreement. (iii) Each Stockholder covenants and agrees that it will notify Parent following the sale of Registrable Securities to a third party as promptly as reasonably practicable, and in any event within 10 days, following the sale of such Registrable Securities. (iv) Each Stockholder agrees that it will not effect any disposition or other transfer of the Registrable Securities that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act or pursuant to, and as contemplated in, the Registration Statement, and that it will promptly notify Parent of any material changes in the information set forth in the Registration Statement furnished by or regarding such Stockholder or its plan of distribution.

Obligations of the Stockholders. (a) At least five (5) business days prior to In connection with the first anticipated filing date registration of a Registration Statementthe Registrable Securities, the Company Stockholders shall notify have the Stockholders in writing of the information the Company requires from each Stockholder if the Stockholder’s Registrable Securities are to be included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to any Registrable Securities of the Stockholder that the following obligations: 4.1 Each Stockholder shall furnish to the Company such information regarding himself or itself, the Registrable Securities held by him or it and the intended method of disposition of the Registrable Securities held by him or it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least 10 business days prior to the first anticipated filing date of the registration statement, the Company shall notify the Stockholders of the information the Company requires from the Stockholders. (b) 4.2 The StockholderStockholders, by the Stockholder’s acceptance of the Registrable Securities, agrees agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement the registration statements hereunder, unless the Stockholder has Stockholders have notified the Company in writing of the Stockholder's their election to exclude all of the Stockholder’s their Registrable Securities from such Registration Statementthe applicable registration statement. (c4.3 In the event the Registrable Securities are included in a registration statement, the Stockholders understand that the Securities Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such registration statement, and each Stockholder shall comply with the applicable prospectus delivery requirements of the Securities Act in connection with any such sale. 4.4 The Stockholders agree to notify the Company promptly, but in any event within five business days after the date on which all Registrable Securities covered by a registration statement that are owned by the Stockholders have been sold by the Stockholders, if such date is prior to the expiration of the Registration Period, so that the Company may comply with its obligation to terminate such registration statement in accordance with Item 512(a)(3) of Regulation S-K. 4.5 The Stockholder agrees Stockholders agree that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of a Grace Period under Section 3(r)3.5, the Stockholder Stockholders will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) the registration statement covering such Registrable Securities until the Stockholder’s Stockholders’ receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Sections 3(eSection 3.5 and, if so directed by the Company, the Stockholders shall deliver to the Company (at the expense of the Company) or 3(fdestroy (and deliver to the Company a certificate of destruction) or all copies in the Stockholders’ possession (other than a limited number of permanent file copies), of the prospectus covering such Registrable Securities current at the time of receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Stockholder in connection with any sale of Registrable Securities with respect to which the Stockholder has entered into a contract for sale prior to the Stockholder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Stockholder has not yet settledsuch notice. (d) 4.6 The Stockholder covenants and agrees that it will comply with the Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom Stockholders may not participate in connection with sales of Registrable Securities any underwritten distribution pursuant to a Registration Statementregistration statement under Sections 2.1 or 2.2 unless the Stockholders (a) agree to sell their Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (b) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (c) agree to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 2.4.

Obligations of the Stockholders. (a) At least five (5) business days prior to In connection with the first anticipated filing date of a Registration Statement, the Company shall notify the Stockholders in writing registration of the information Registrable Securities, a Stockholder shall have the Company requires from each Stockholder if the Stockholder’s Registrable Securities are to be included in such Registration Statementfollowing obligations: 4.1. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to any Registrable Securities of the Stockholder that the Such Stockholder shall furnish to the Company such information regarding itself, the Registrable Securities held by it it, and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. At least 10 business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Stockholder of the information that the Company requires from each such Stockholder. (b) The 4.2. Each Stockholder, by the such Stockholder’s 's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the such Stockholder has notified the Company in writing of the such Stockholder's election to exclude all of the such Stockholder’s 's Registrable Securities from such the applicable Registration Statement. 4.3. Each Stockholder whose Registrable Securities are included in a Registration Statement understands that the Securities Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such Registration Statement, and each such Stockholder shall comply with the applicable prospectus delivery requirements of the Securities Act in connection with any such sale. 4.4. Each Stockholder agrees to notify the Company promptly, but in any event within five (c5) The business days after the date on which all Registrable Securities covered by a Registration Statement that are owned by such Stockholder have been sold by such Stockholder, if such date is prior to the expiration of the Registration Period, so that the Company may comply with its obligation to terminate such Registration Statement in accordance with Item 512(a)(3) of Regulation S-K promulgated under the Securities Act. 4.5. Each Stockholder agrees that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of a Grace Period under Section 3(r)3.6, the such Stockholder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Stockholder’s 's receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Sections 3(eSection 3.6, and, if so directed by the Company, such Stockholder shall deliver to the Company (at the expense of the Company) or 3(fdestroy (and deliver to the Company a certificate of destruction) or all copies in such Stockholder's possession (other than a limited number of permanent file copies), of the prospectus covering such Registrable Securities current at the time of receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Stockholder in connection with any sale of Registrable Securities with respect to which the Stockholder has entered into a contract for sale prior to the Stockholder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Stockholder has not yet settledsuch notice. (d) The 4.6. No Stockholder covenants and agrees that it will comply with the Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom may participate in connection with sales of Registrable Securities any underwritten distribution pursuant to a Registration Statement.Statement under Section 2.1 or 2.2 unless such Stockholder (a) agrees to sell such Stockholder's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (c) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Article V.

Obligations of the Stockholders. (a) At least five (5) business days prior to In connection with the first anticipated filing date Registration of a Registration Statementthe Registrable Securities, the Company Stockholders shall notify have the Stockholders in writing of the information the Company requires from each Stockholder if the Stockholder’s Registrable Securities are to be included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to any Registrable Securities of the Stockholder that the following obligations: 4.1 Each Stockholder shall furnish to the Company such information regarding himself or itself, the Registrable Securities held by him or it and the intended method of disposition of the Registrable Securities held by him or it as shall be reasonably required to effect the effectiveness of the registration Registration of such Registrable Securities and shall execute such documents in connection with such registration Registration as the Company may reasonably request. At least 10 business days prior to the first anticipated filing date of the registration statement, the Company shall notify the Stockholders of the information the Company requires from the Stockholders. (b) 4.2 The StockholderStockholders, by the Stockholder’s acceptance of the Registrable Securities, agrees agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement the registration statements hereunder, unless the Stockholder has Stockholders have notified the Company in writing of the Stockholder's their election to exclude all of the Stockholder’s their Registrable Securities from such Registration Statementthe applicable registration statement. (c) 4.3 In the event the Registrable Securities are included in a registration statement, the Stockholders understand that the Securities Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such registration statement, and each Stockholder shall comply with the applicable prospectus delivery requirements of the Securities Act in connection with any such sale. 4.4 The Stockholder agrees Stockholders agree that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of a Grace Period under Section 3(r)3.5, the Stockholder Stockholders will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) the registration statement covering such Registrable Securities until the Stockholder’s Stockholders' receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Sections 3(eSection 3.5 and, if so directed by the Company, the Stockholders shall deliver to the Company (at the expense of the Company) or 3(fdestroy (and deliver to the Company a certificate of destruction) or all copies in the Stockholders' possession (other than a limited number of permanent file copies), of the prospectus covering such Registrable Securities current at the time of receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Stockholder in connection with any sale of Registrable Securities with respect to which the Stockholder has entered into a contract for sale prior to the Stockholder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Stockholder has not yet settledsuch notice. (d) 4.5 The Stockholder covenants and agrees that it will comply with the Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom Stockholders may not participate in connection with sales of Registrable Securities any underwritten distribution pursuant to a Registration Statementregistration statement under Sections 2.1 or 2.2 unless the Stockholders (i) agree to sell their Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agree to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 2.4.

Obligations of the Stockholders. (a) At Each Stockholder shall furnish to the Company a completed and executed Selling Stockholder Questionnaire. The Company shall not be required to include the Registrable Securities of an Stockholder in a Registration Statement who fails to furnish to the Company a fully completed and executed Selling Stockholder Questionnaire at least five two (52) business days Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Stockholders in writing of the information the Company requires from each Stockholder if the Stockholder’s Registrable Securities are to be included in such Registration Statement. It is agreed and understood that if an Stockholder returns a Selling Stockholder Questionnaire after the deadline specified in the previous sentence, the Company shall be use its commercially reasonable efforts to take such actions as are required to name such Stockholder as a condition precedent selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the obligations of extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire; provided that the Company shall not be obligated to file any additional Registration Statements solely for such shares or to take any action that the Company reasonably concludes would cause the Company to complete miss the registration pursuant to this Agreement with respect to any Filing Deadline or the deadline by which the Registration Statement must be declared effective by the SEC, or otherwise cause other Registrable Securities of the Stockholder that the Stockholder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably requestineligible for sale. (b) The Each Stockholder, by the Stockholder’s its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the such Stockholder has notified the Company in writing of the Stockholder's its election to exclude all of the Stockholder’s its Registrable Securities from such Registration Statement. (c) The Each Stockholder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(d)(ii) or (ii) the happening of any an event of the kind described in Sections 3(epursuant to Section 3(h) or 3(f) or of a Grace Period under Section 3(r)hereof, the such Stockholder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Stockholder’s receipt of the copies of the supplemented or amended Prospectus contemplated Stockholder is advised by Sections 3(e) or 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Stockholder in connection with any sale of Registrable Securities with respect to which the Stockholder has entered into a contract for sale prior to the Stockholder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Stockholder has not yet settledsuch dispositions may again be made. (d) The Stockholder covenants and agrees that it will comply with the Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a Registration Statement.

Obligations of the Stockholders. In connection with the registration of the Registrable Securities, the Stockholders shall have the following obligations: (a) At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Stockholders in writing of the information the Company requires from each Stockholder if the Stockholder’s Registrable Securities are to be included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to any of the Registrable Securities of the each Stockholder that the such Stockholder shall furnish to the Company in writing such information regarding itself, the Registrable Securities held by it it, and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities Securities, and such Stockholder shall execute such documents in connection with such registration as the Company may reasonably request. (b) The Stockholder, by the such Stockholder’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the such Stockholder has notified the Company in writing of the such Stockholder's ’s election to exclude all of the such Stockholder’s Registrable Securities from such the Registration Statement. (c) The Each Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 2(a)(ii), 3(e) or 3(f) or of a Grace Period under Section 3(r)above, the such Stockholder will immediately discontinue disposition of its Registrable Securities pursuant to any the Registration Statement(s) covering Statement until such Registrable Securities until the Stockholder’s receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Sections 2(a)(ii), 3(e) or 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything shall be furnished to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Stockholder in connection with any sale of Registrable Securities with respect to which the Stockholder has entered into a contract for sale prior to the such Stockholder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Stockholder has not yet settled. (d) The Each Stockholder covenants shall take all other reasonable actions necessary to expedite and agrees that it will comply with facilitate the Prospectus delivery requirements disposition by the Stockholder of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a the Registration Statement.

Obligations of the Stockholders. In connection with the registration of the Registrable Securities, the Shareholders shall have the following obligations: (a) At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Stockholders in writing of the information the Company requires from each Stockholder if the Stockholder’s Registrable Securities are to be included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to any the Registrable Securities of the Stockholder a particular Shareholder that the Stockholder such Shareholder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.. As least seven days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Shareholder of the information the Company requires from each such Shareholder (the "REQUESTED INFORMATION") if such Shareholder elects to have any of its Registrable Securities included in the Registration Statement. If at least two business days prior to the anticipated filing date the Company has not received the Requested Information from in Shareholder (a "NON-RESPONSIVE STOCKHOLDER"), then the Company may file the Registration Statement without including Registrable Securities of such Non-Responsive Stockholder and have no further obligations to the Non-Responsive Stockholder with respect to such registration; (b) The Stockholder, Each Shareholder by the Stockholder’s its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any the Registration Statement hereunder, unless the such Stockholder has notified the Company in writing of the Stockholder's its election to exclude all of the Stockholder’s its Registrable Securities from such the Registration Statement.; and (c) The Stockholder Each Shareholder agrees that, upon receipt of any notice from the Company of the happening occurrence of any event of the kind described in Sections Section 3(e) or 3(f) or of a Grace Period under Section 3(r), the Stockholder will it shall immediately discontinue its disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the Stockholder’s such Shareholder's receipt of the copies of the supplemented or amended Prospectus contemplated by Sections 3(e) or 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Stockholder in connection with any sale of Registrable Securities with respect to which the Stockholder has entered into a contract for sale prior to the Stockholder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) and, if so directed by the Company, such Shareholder shall deliver to the Company (at the expense of the Company) or 3(fdestroy (and deliver to the Company a certificate of destruction) eventall copies in such Shareholder's possession, and for which the Stockholder has not yet settled. (d) The Stockholder covenants and agrees that it will comply with of the Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of covering such Registrable Securities pursuant to a Registration Statementcurrent at the time of receipt of such notice.

Obligations of the Stockholders. (a) At least five (5) business days prior to In connection with the first anticipated filing date registration of a Registration Statementthe Registrable Securities, the Company Stockholders shall notify have the Stockholders in writing of the information the Company requires from each Stockholder if the Stockholder’s Registrable Securities are to be included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to any Registrable Securities of the Stockholder that the following obligations: 4.1 Each Stockholder shall furnish to the Company such information regarding itselfhimself, the Registrable Securities held by it him and the intended method of disposition of the Registrable Securities held by it him as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least 10 business days prior to the first anticipated filing date of the registration statement, the Company shall notify the Stockholders of the information the Company requires from the Stockholders. (b) 4.2 The StockholderStockholders, by the Stockholder’s acceptance of the Registrable Securities, agrees agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement the registration statements hereunder, unless the Stockholder has Stockholders have notified the Company in writing of the Stockholder's their election to exclude all of the Stockholder’s their Registrable Securities from such Registration Statementthe applicable registration statement. (c4.3 In the event the Registrable Securities are included in a registration statement, the Stockholders understand that the Securities Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such registration statement, and each Stockholder shall comply with the applicable prospectus delivery requirements of the Securities Act in connection with any such sale. 4.4 The Stockholders agree to notify the Company promptly, but in any event within five business days after the date on which all Registrable Securities covered by a registration statement that are owned by the Stockholders have been sold by the Stockholders, if such date is prior to the expiration of the Registration Period, so that the Company may comply with its obligation to terminate such registration statement in accordance with Item 512(a)(3) of Regulation S-K. 4.5 The Stockholder agrees Stockholders agree that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of a Grace Period under Section 3(r)3.5, the Stockholder Stockholders will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) the registration statement covering such Registrable Securities until the Stockholder’s Stockholders’ receipt of the copies of the supplemented or amended Prospectus prospectus contemplated by Sections 3(eSection 3.5 and, if so directed by the Company, the Stockholders shall deliver to the Company (at the expense of the Company) or 3(fdestroy (and deliver to the Company a certificate of destruction) or all copies in the Stockholders’ possession (other than a limited number of permanent file copies), of the prospectus covering such Registrable Securities current at the time of receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Stockholder in connection with any sale of Registrable Securities with respect to which the Stockholder has entered into a contract for sale prior to the Stockholder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Stockholder has not yet settledsuch notice. (d) 4.6 The Stockholder covenants and agrees that it will comply with the Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom Stockholders may not participate in connection with sales of Registrable Securities any underwritten distribution pursuant to a Registration Statementregistration statement under Sections 2.1 or 2.2 unless the Stockholders (a) agree to sell their Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (b) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (c) agree to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Stockholders. (a) At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Stockholders in writing of the information the Company requires from each Stockholder if the Stockholder’s Registrable Securities are to be included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to any Registrable Securities of the Stockholder that the Each Stockholder 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 effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Stockholder of the information the Company requires from such Stockholder if such Stockholder elects to have any of its Registrable Securities included in the Registration Statement. A Stockholder shall provide such information to the Company at least three (3) Business Days prior to the first anticipated filing date of such Registration Statement if such Stockholder elects to have any of its Registrable Securities included in the Registration Statement. (b) The Each Stockholder, by the Stockholder’s its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any a Registration Statement hereunder, unless the such Stockholder has notified the Company in writing of the Stockholder's its election to exclude all of the Stockholder’s its Registrable Securities from such Registration Statement. (c) The Each Stockholder agrees that, upon receipt of any notice from the Company of either (x) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (y) the happening of any an event of the kind described in Sections 3(epursuant to Section 3(g) or 3(f) or of a Grace Period under Section 3(r)hereof, the such Stockholder will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities Securities, until the Stockholder’s receipt of the copies of the supplemented or amended Prospectus contemplated Stockholder is advised by Sections 3(e) or 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Stockholder in connection with any sale of Registrable Securities with respect to which the Stockholder has entered into a contract for sale prior to the Stockholder’s receipt of a notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of any Grace Period, or, if earlier, Stockholders knowledge of the material, non-public information concerning the Company or the facts or circumstances that gave rise to the Grace Period or of the Section 3(e) or 3(f) event, and for which the Stockholder has not yet settledsuch dispositions may again be made. (d) The Stockholder covenants and agrees that it will comply with the Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a Registration Statement.