Common use of Other Provisions Relating to Registration Rights Clause in Contracts

Other Provisions Relating to Registration Rights. In connection with any registration pursuant to this Section 7, the Company will: (a) use all reasonable efforts to cause such registration statement to become and remain effective for not less than thirty (30) days (the Holder hereby agreeing to furnish the Company, within fifteen (15) days following a request by the Company, with such information concerning the Holder to be included in such registration statement as may be reasonably requested by the Company), it being understood and acknowledged that the Company may be required to suspend effectiveness of such registration statement or notify the Holder to suspend any effort to effect sales of the Common Stock if the Company is attempting to consummate an acquisition or sale that would materially affect the Company's business; (b) furnish to the Holder and the underwriters, if any, participating in such registration such reasonable number of copies of the registration statement, each amendment thereto, preliminary prospectus, final prospectus, each amendment thereto, and other such documents as the Holder and underwriters, if any, may reasonably request in order to facilitate the public offering of such securities; (c) use its good faith reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as the Holder may reasonably request in writing within twenty (20) days following the original filing of such registration, except that the Company will not for any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified; (d) notify the Holder, promptly after it will receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (e) notify the Holder promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information; (f) prepare and file with the Commission, promptly upon the reasonable request of the Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Holder (and concurred in by counsel for the Company), is required under the Act or the rules and regulations thereunder in connection with the distribution of the Warrant Shares by the Holder; (g) prepare and promptly file with the Commission and promptly notify the Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of circumstances in which they were made, not misleading; (h) advise the Holder, promptly after the Company receives notice or obtains knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its good faith, reasonable efforts to prevent the issuance of any stop order or to obtain its prompt withdrawal if such stop order should be issued. (i) if an underwriter is used by the Holder and approved by the Company, enter into an underwriting agreement that is satisfactory to the Company and the Holders. (j) upon the request of one or more holders of Warrant Shares then being registered, the Company will cooperate with any underwriters (as defined in the Act) for the requesting party approved by the Company (which approval will not be unreasonably withheld), including, without limitation, providing such information, certificates, comfort letters of accountants and opinions of counsel as may be customarily and reasonably requested by such underwriters. (k) pay all fees, disbursements and expenses in connection with the registration, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and expenses of complying with applicable securities or blue sky laws, but excluding Xxxxxx's attorney's fees and any underwriter's fees or commissions. (l) With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of restricted securities (as that term is used in Rule 144 under the Act) to the public without registration, the Company agrees to: (1) use its reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144; (2) use its reasonable efforts to file with the Commission in a timely manner all reports and other documents required by the Company under the Act and the Exchange Act so as to permit the Holders to sell the Warrant Shares pursuant to Rule 144; and (3) so long as a Holder owns any Warrant Shares, furnish to Holders upon request a written statement by the Company as to its compliance with the reporting requirements under the Exchange Act and the Act as required by Rule 144, a copy of the most recent annual or quarterly report of Company and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any Warrant Shares without registration.

Other Provisions Relating to Registration Rights. In connection with any ------------------------------------------------ the Company's registration obligations pursuant to this Section 712, the Company willshall as expeditiously as possible: (ai) Prepare and file with the Commission, as soon as practicable, a Registration Statement or Registration Statements on such form as shall be available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use all reasonable its best efforts to cause such registration statement Registration Statement to become effective and to remain effective for not less than thirty as provided herein; provided, however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto (30) days (the Holder hereby agreeing to furnish the Company, within fifteen (15) days following a request by the Company, with such information concerning the Holder including documents that would be incorporated or deemed to be included in such registration statement as may be reasonably requested incorporated therein by the Companyreference), it being understood and acknowledged that the Company may be required to suspend effectiveness of such registration statement or shall notify the Holder to suspend any effort to effect sales Holders of the Common Stock if the Company is attempting to consummate an acquisition or sale that would materially affect the Company's business; (b) furnish to the Holder Registrable Securities covered by such Registration Statement, their counsel and the managing underwriters, if any, participating in of its intention to file such registration documents, and upon written request shall furnish to such reasonable number of parties so requesting copies of all such documents proposed to be filed, which documents will be subject to the registration statementreview of such Holders, their counsel and such underwriters, if any; provided, further, that the Company shall not be required to deliver to such Holders a copy of any such document that has not been materially changed from a copy of such document that was previously delivered to such Holders. (ii) Prepare and file with the Commission such amendments and post- effective amendments to each amendment thereto, preliminary prospectus, final prospectus, each amendment theretoRegistration Statement as may be necessary to keep such Registration Statement continuously effective during the period provided in this Warrant Agreement with respect to the disposition of all securities covered by such Registration Statement, and other such documents cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Holder Act. (iii) Notify the selling Holders of the Registrable Securities, their counsel and the managing underwriters, if any, may reasonably request in order to facilitate the public offering of such securities; promptly, and (c) use its good faith reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as the Holder may reasonably request if requested in writing within twenty by any such Person), confirm such notice in writing: (201) days following the original filing of such registration, except that the Company will not for when a Registration Statement or any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified; (d) notify the Holder, promptly after it will receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement amendment thereto has been filed; , and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (e2) notify the Holder promptly of any request by the Commission or any other Federal or state governmental authority for the amending amendments or supplementing of such registration statement supplements to a Registration Statement or prospectus related Prospectus or for additional information; , (f3) prepare and file with the Commission, promptly upon the reasonable request of the Holderissuance by the Commission of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (4) if at any amendments time the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by Section 12(d)(xiv) below cease to be true and correct, (5) of the receipt by the Company of any notification with respect to the suspension of the qualification or supplements exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (6) of the happening of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes to such registration statement Registration Statement, Prospectus or prospectus whichdocuments so that, in the opinion of counsel for the Holder (and concurred in by counsel for the Company), is required under the Act or the rules and regulations thereunder in connection with the distribution case of the Warrant Shares by the Holder; (g) prepare and promptly file with the Commission and promptly notify the Holder Registration Statement, it will not contain any untrue statement of the filing of such amendment a material fact or supplement omit to such registration statement or prospectus as may be necessary to correct state any statements or omissions if, at the time when a prospectus relating to such securities is material fact required to be delivered under stated therein or necessary to make the Actstatements therein, not misleading, and that in the case of the Prospectus, it will not contain any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading;. (hiv) advise Use its best efforts to obtain the Holder, promptly after the Company receives notice or obtains knowledge thereof, of the issuance withdrawal of any stop order by the Commission suspending the effectiveness of such registration statement a Registration Statement, or the initiation or threatening lifting of any proceeding for that purpose and promptly use its good faith, reasonable efforts to prevent suspension of the issuance qualification (or exemption from qualification) of any stop order or to obtain its prompt withdrawal if such stop order should be issuedof the Registrable Securities for sale in any jurisdiction. (iv) if an underwriter is used If requested by the managing underwriters, if any, or the Holders of a majority in interest of the Registrable Securities being sold in connection with an underwritten offering, promptly include in a Prospectus supplement or post-effective amendment such information as the managing underwriters, if any, and such Holders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such Prospectus supplement or such post- effective amendment as soon as practicable after the Company has received such request. (vi) Furnish to each selling Holder of Registrable Securities, their counsel and each managing underwriter, if any, without charge, at least one conformed copy of the Registration Statement and each post-effective amendment thereto, including financial statements (including schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits). (vii) Deliver to each selling Holder, their counsel, and the Underwriters, if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request in connection with the distribution of the Registrable Securities; and the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any such amendment or supplement thereto. (viii) Use its best efforts to register or qualify, or obtain an exemption therefrom (or cooperate with the selling Holders of Registrable Securities, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification)) of such Registrable Securities for offer and sale under the securities or "Blue Sky" laws of such jurisdictions within the United States as any seller (or underwriter) reasonably requests in writing and to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective; provided, however, that the Company will not be required to (1) qualify generally to do business in any jurisdiction where it is not then so qualified, or (2) take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject other than as to matters and transactions related to such Registration Statement. (ix) Cooperate with the selling Holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates shall be in a form eligible for deposit with The Depository Trust Company; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters, if any, or Holders may request in writing at least two (2) business days prior to any sale of Registrable Securities. (x) Use its best efforts to cause the Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities within the CompanyUnited States as may be necessary to enable the seller or sellers thereof or the underwriters, enter if any, to consummate the disposition of such Registrable Securities. (xi) Upon the occurrence of any event contemplated by Section 12(d)(iii)(6) above, prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit 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. (xii) Prior to the effective date of the Registration Statement relating to the Registrable Securities, provide a CUSIP number for the Registrable Securities. (xiii) Use its best efforts to cause the Common Stock covered by such Registration Statement to be listed on the New York Stock Exchange (or on such other exchange or trading system on which the Common Stock is then listed or authorized to be quoted), and to cause all Registrable Securities other than Common Stock that are covered by such Registration Statement to be authorized to be quoted on the NASDAQ/NMS or listed on a national securities exchange to the extent eligible therefor under the rules of the NASDAQ/NMS or such national securities exchange. (xiv) Enter into such agreements (including an underwriting agreement that in form, scope and substance as is satisfactory customary in underwritten offerings) and take all such other actions reasonably requested by the Holders of a majority in interest of the Registrable Securities being sold in connection therewith (including those reasonably requested by the managing underwriters, if any) in order to expedite or facilitate the disposition of such Registrable Securities, and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten offering, (1) make such representations and warranties to the Holders of such Registrable Securities and the underwriters, if any, with respect to the business of the Company and its subsidiaries, and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, and, if true, confirm the same if and when requested in writing to do so, (2) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holdersmanaging underwriters, if any, and counsel to the Holders of Registrable Securities being sold), addressed to each selling Holder and each of the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested in writing by such counsel and underwriters, (3) obtain "cold comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession) and each of the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings, (4) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures substantially to the effect set forth in Section 12(f) hereof with respect to all parties to be indemnified pursuant to Section 12(f) and (5) deliver such additional documents and certificates as may be reasonably requested by the Holders of a majority of the Registrable Securities being sold, their counsel and the managing underwriters, if any, to evidence the continued validity of the representations and warranties made pursuant to Section 12(d)(xiv)(1) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement, or as and to the extent required thereunder. (jxv) upon Make available for inspection by a representative of the request Holders of one Registrable Securities being sold, each underwriter participating in any such disposition of Registrable Securities, if any, and any attorney or more holders accountant retained by such selling Holder or underwriter, at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of Warrant Shares then being registered, the Company will cooperate and its subsidiaries, and cause the officers, directors and employees of the Company and its subsidiaries to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such Registration Statement; provided, however, that any underwriters (as defined in the Act) for the requesting party approved information that is designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such Persons unless (which approval will not be unreasonably withheld)1) disclosure of such information is required by court or administrative order, including, without limitation, providing (2) disclosure of such information, certificates, comfort letters of accountants and opinions in the opinion of counsel to such Person, is required by law, or (3) such information becomes generally available to the public other than as may be customarily and reasonably requested a result of a disclosure or failure to safeguard by such underwritersPerson. Without limiting the foregoing, no such information shall be used by such Person as the basis for any market transactions in securities of the Company or its subsidiaries in violation of law. (kxvi) pay Comply with all fees, disbursements and expenses in connection with the registration, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and expenses of complying with applicable securities or blue sky laws, but excluding Xxxxxx's attorney's fees and any underwriter's fees or commissions. (l) With a view to making available the benefits of certain rules and regulations of the Commission which may permit and make generally available to its security Holders earning statements satisfying the sale provisions of restricted securities (as that term is used in Section 11(a) of the Act and Rule 144 158 thereunder, or any similar rule promulgated under the Act, no later than forty-five (45) days after the end of any twelve (12) month period (or ninety (90) days after the end of any twelve (12) month period if such period is a fiscal year) (A) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten offering, and (B) if not sold to underwriters in such an offering, commencing on the public without registration, first day of the first fiscal quarter of the Company agrees to:after the effective date of a Registration Statement, which statements shall cover such twelve (12) month periods. (1xvii) use its Make every reasonable efforts effort to make and keep public information available, as those terms are understood and defined in Rule 144;obtain the withdrawal of any order suspending the effectiveness of any Registration Statement at the earliest possible moment. (2xviii) use its reasonable efforts Cooperate and assist in any filings required to file be made with the Commission NASD and in a timely manner all reports and other documents the performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter" that is required by the Company under the Act and the Exchange Act so as to permit the Holders to sell the Warrant Shares pursuant to Rule 144; and (3) so long as a Holder owns any Warrant Shares, furnish to Holders upon request a written statement by the Company as to its compliance be retained in accordance with the reporting requirements under the Exchange Act rules and the Act as required by Rule 144, a copy regulations of the most recent annual or quarterly report of Company and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any Warrant Shares without registrationNASD).

Other Provisions Relating to Registration Rights. In connection with any registration pursuant to this Section 7, the Company company will: (a) use all reasonable efforts to cause such registration statement to become and remain effective for not less than thirty (30) days (the Holder hereby agreeing to furnish the Company, within fifteen (15) days following a request by the Company, with such information concerning the Holder to be included in such registration statement as may be reasonably requested by the Company), it being understood and acknowledged that the Company may be required to suspend effectiveness of such registration statement or notify the Holder to suspend any effort to effect sales of the Common Stock if the Company is attempting to consummate an acquisition or sale that would materially affect the Company's business; (b) furnish to the Holder and the underwriters, if any, participating in such registration such reasonable number of copies of the registration statement, each amendment thereto, preliminary prospectus, final prospectus, each amendment thereto, and other such documents as the Holder and underwriters, if any, may reasonably request in order to facilitate the public offering of such securities; (c) use its good faith reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as the Holder may reasonably request in writing within twenty (20) days following the original filing of such registration, except that the Company will not for any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified; (d) notify the Holder, promptly after it will receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; ; (e) notify the Holder promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information; (f) prepare and file with the Commission, promptly upon the reasonable request of the Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Holder (and concurred in by counsel for the Company), is required under the Act or the rules and regulations thereunder in connection with the distribution of the Warrant Shares by the Holder; (g) prepare and promptly file with the Commission and promptly notify the Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of circumstances in which they were made, not misleading; (h) advise the Holder, promptly after the Company receives notice or obtains knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its good faith, reasonable efforts to prevent the issuance of any stop order or to obtain its prompt withdrawal if such stop order should be issued. (i) if an underwriter is used by the Holder and approved by the Company, enter into an underwriting agreement that is satisfactory to the Company and the Holders. (j) upon the request of one or more holders of Warrant Shares then being registered, the Company will cooperate with any underwriters (as defined in the Act) for the requesting party approved by the Company (which approval will not be unreasonably withheld), including, without limitation, providing such information, certificates, comfort letters of accountants and opinions of counsel as may be customarily and reasonably requested by such underwriters. (k) pay all fees, disbursements and expenses in connection with the registration, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and expenses of complying with applicable securities or blue sky laws, but excluding Xxxxxx's attorney's fees and any underwriter's fees or commissions. (l) With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of restricted securities (as that term is used in Rule 144 under the Act) to the public without registration, the Company agrees to: (1) use its reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144; (2) use its reasonable efforts to file with the Commission in a timely manner all reports and other documents required by the Company under the Act and the Exchange Act so as to permit the Holders to sell the Warrant Shares pursuant to Rule 144; and (3) so long as a Holder owns any Warrant Shares, furnish to Holders upon request a written statement by the Company as to its compliance with the reporting requirements under the Exchange Act and the Act as required by Rule 144, a copy of the most recent annual or quarterly report of Company and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any Warrant Shares without registration.

Other Provisions Relating to Registration Rights. In connection with any registration pursuant to this Section 7, the Company will6: (a) use all reasonable efforts to cause such registration statement to become and remain effective for not less than thirty (30) days (Upon the Holder hereby agreeing to furnish the Company, within fifteen (15) days following a request by the Company, with such information concerning the Holder to be included in such registration statement as may be reasonably requested by the Company), it being understood and acknowledged that the Company may be required to suspend effectiveness of such registration statement or notify the Holder to suspend any effort to effect sales of the Common Stock if the Company is attempting to consummate an acquisition or sale that would materially affect the Company's business; (b) furnish to the Holder and the underwriters, if any, participating in such registration such reasonable number of copies of the registration statement, each amendment thereto, preliminary prospectus, final prospectus, each amendment thereto, and other such documents as the Holder and underwriters, if any, may reasonably request in order to facilitate the public offering of such securities; (c) use its good faith reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as the Holder may reasonably request in writing within twenty (20) days following the original filing of such registration, except that the Company will not for any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified; (d) notify the Holder, promptly after it will receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (e) notify the Holder promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information; (f) prepare and file with the Commission, promptly upon the reasonable request of the Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Holder (and concurred in by counsel for the Company), is required under the Act or the rules and regulations thereunder in connection with the distribution of the Warrant Shares by the Holder; (g) prepare and promptly file with the Commission and promptly notify the Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of circumstances in which they were made, not misleading; (h) advise the Holder, promptly after the Company receives notice or obtains knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its good faith, reasonable efforts to prevent the issuance of any stop order or to obtain its prompt withdrawal if such stop order should be issued. (i) if an underwriter is used by the Holder and approved by the Company, enter into an underwriting agreement that is satisfactory to the Company and the Holders. (j) upon the request of one or more holders of Warrant Shares then being registered, the Company will shall cooperate with any underwriters (as defined in the Act) for the requesting party approved by the Company (which approval will not be unreasonably withheld)Holder, including, without limitation, providing such information, certificates, comfort letters of accountants and opinions of counsel as may be customarily and reasonably requested by such underwriters; provided that any underwriters for the Holder must be approved by the Company (which approval shall not be unreasonably withheld). (kb) pay all The Company shall furnish to the Holder of the Warrant Shares being registered, at the Company's sole cost and expense, such number of prospectuses conforming to the requirements of the Act, and the rules and regulations thereunder, relating to the Warrant Shares subject thereto as may from time to time be reasonably requested by such holders. (c) All fees, disbursements and expenses in connection incident to the Company's performance of or compliance with its obligations under this Section 6 shall be borne by the registrationCompany, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and expenses of complying with applicable securities or blue sky laws, but excluding Xxxxxx's attorney's fees and any underwriter's fees or commissions. (ld) With a view The Company agrees to making available use its best efforts at its own expense to effect and to keep effective necessary registrations or qualifications under the benefits securities or Blue Sky laws of certain rules and regulations such jurisdictions as may be reasonably requested by any of the Commission which may permit holders of the sale of restricted securities (as that term is used in Rule 144 under the Act) to the public without registration, the Company agrees to: (1) use its reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144; (2) use its reasonable efforts to file with the Commission in a timely manner all reports and other documents required Warrant Shares or by the Company under the Act and the Exchange Act any underwriters for such holders so as to permit the Holders to sell disposition of the Warrant Shares pursuant being registered. (e) The Holder agrees to Rule 144; provide in an expeditious manner whatever information and (3) so long as a Holder owns any Warrant Shares, furnish to Holders upon request a written statement undertakings are reasonably requested by the Company as to its compliance comply with the reporting requirements under of the Act and of the Securities Exchange Act of 1934, as amended, the rules and regulations thereunder and the Act as required by Rule 144, a copy of the most recent annual or quarterly report of Company guides and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation pronouncements of the Commission allowing in connection with the registration of the Holder's Warrant Shares. (f) The Company shall indemnify and hold harmless the Holder and any underwriter (as defined in the Act) who participates in such registration for such Holder and each person, if any, who controls the Holder or any underwriter against any losses, claims, damages or liabilities, joint or severally, or actions in respect thereof to sell which the Holder or any underwriter or controlling person may become subject under the Act, or otherwise, insofar as such losses, claims damages, liabilities or actions in respect thereof arise out of, or are based upon, any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Warrant Shares without registration.were registered under the Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of, or are based upon the omission or alleged omission to state therein a material fact required to be

Other Provisions Relating to Registration Rights. In connection with any the Company's registration obligations pursuant to this Section 712, the Company willshall as expeditiously as possible: (ai) Prepare and file with the Commission, as soon as practicable, a Registration Statement or Registration Statements on such form as shall be available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use all commercially reasonable efforts to cause such registration statement Registration Statement to become effective and to remain effective for not less than thirty as provided herein; provided, however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto (30) days (the Holder hereby agreeing to furnish the Company, within fifteen (15) days following a request by the Company, with such information concerning the Holder including documents that would be incorporated or deemed to be included in such registration statement as may be reasonably requested incorporated therein by the Companyreference), it being understood and acknowledged that the Company may be required to suspend effectiveness of such registration statement or shall notify the Holder to suspend any effort to effect sales Holders of the Common Stock if the Company is attempting to consummate an acquisition or sale that would materially affect the Company's business; (b) furnish to the Holder Registrable Securities covered by such Registration Statement, their counsel and the managing underwriters, if any, participating in of its intention to file such registration documents, and upon written request shall furnish to such reasonable number of parties so requesting copies of all such documents proposed to be filed, which documents will be subject to the registration statementreasonably prompt review of such Holders, their counsel and such underwriters, if any. (ii) Prepare and file with the Commission such amendments and post- effective amendments to each amendment thereto, preliminary prospectus, final prospectus, each amendment theretoRegistration Statement as may be necessary to keep such Registration Statement continuously effective during the period provided in this Agreement with respect to the disposition of all securities covered by such Registration Statement, and other such documents cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Holder Act. (iii) Notify the selling Holders of the Registrable Securities, their counsel and the managing underwriters, if any, may reasonably request in order to facilitate the public offering of such securities; promptly, and (c) use its good faith reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as the Holder may reasonably request if requested in writing within twenty by any such Person), confirm such notice in writing: (201) days following the original filing of such registration, except that the Company will not for when a Registration Statement or any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified; (d) notify the Holder, promptly after it will receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement amendment thereto has been filed; , and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (e2) notify the Holder promptly of any request by the Commission or any other Federal or state governmental authority for the amending amendments or supplementing of such registration statement supplements to a Registration Statement or prospectus related Prospectus or for additional information; ; (f3) prepare and file with the Commission, promptly upon the reasonable request of the Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Holder (and concurred in by counsel for the Company), is required under the Act or the rules and regulations thereunder in connection with the distribution of the Warrant Shares by the Holder; (g) prepare and promptly file with the Commission and promptly notify the Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of circumstances in which they were made, not misleading; (h) advise the Holder, promptly after the Company receives notice or obtains knowledge thereof, of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its good faith, reasonable efforts to prevent the issuance of any stop order or to obtain its prompt withdrawal if such stop order should be issued. (i) if an underwriter is used by the Holder and approved by the Company, enter into an underwriting agreement that is satisfactory to the Company and the Holders. (j) upon the request of one or more holders of Warrant Shares then being registered, the Company will cooperate with any underwriters (as defined in the Act) for the requesting party approved by the Company (which approval will not be unreasonably withheld), including, without limitation, providing such information, certificates, comfort letters of accountants and opinions of counsel as may be customarily and reasonably requested by such underwriters. (k) pay all fees, disbursements and expenses in connection with the registration, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and expenses of complying with applicable securities or blue sky laws, but excluding Xxxxxx's attorney's fees and any underwriter's fees or commissions. (l) With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of restricted securities (as that term is used in Rule 144 under the Act) to the public without registration, the Company agrees to: (1) use its reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144; (2) use its reasonable efforts to file with the Commission in a timely manner all reports and other documents required by the Company under the Act and the Exchange Act so as to permit the Holders to sell the Warrant Shares pursuant to Rule 144; and (3) so long as a Holder owns any Warrant Shares, furnish to Holders upon request a written statement by the Company as to its compliance with the reporting requirements under the Exchange Act and the Act as required by Rule 144, a copy of the most recent annual or quarterly report of Company and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any Warrant Shares without registration.the

Other Provisions Relating to Registration Rights. In connection with any registration pursuant to this Section 7, the Company willVII.3: (a) use all reasonable efforts to cause such registration statement to become and remain effective for not less than thirty (30) days (Upon the Holder hereby agreeing to furnish the Company, within fifteen (15) days following a request by the Company, with such information concerning the Holder to be included in such registration statement as may be reasonably requested by the Company), it being understood and acknowledged that the Company may be required to suspend effectiveness of such registration statement or notify the Holder to suspend any effort to effect sales of the Common Stock if the Company is attempting to consummate an acquisition or sale that would materially affect the Company's business; (b) furnish to the Holder and the underwriters, if any, participating in such registration such reasonable number of copies of the registration statement, each amendment thereto, preliminary prospectus, final prospectus, each amendment thereto, and other such documents as the Holder and underwriters, if any, may reasonably request in order to facilitate the public offering of such securities; (c) use its good faith reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as the Holder may reasonably request in writing within twenty (20) days following the original filing of such registration, except that the Company will not for any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified; (d) notify the Holder, promptly after it will receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (e) notify the Holder promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information; (f) prepare and file with the Commission, promptly upon the reasonable request of the Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Holder (and concurred in by counsel for the Company), is required under the Act or the rules and regulations thereunder in connection with the distribution holder of the Warrant Shares by the Holder; (g) prepare and promptly file with the Commission and promptly notify the Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of circumstances in which they were made, not misleading; (h) advise the Holder, promptly after the Company receives notice or obtains knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its good faith, reasonable efforts to prevent the issuance of any stop order or to obtain its prompt withdrawal if such stop order should be issued. (i) if an underwriter is used by the Holder and approved by the Company, enter into an underwriting agreement that is satisfactory to the Company and the Holders. (j) upon the request of one or more holders of Warrant Shares then being registered, the Company will shall cooperate with any underwriters (as defined in the Act) for the requesting party approved by the Company (which approval will shall not be unreasonably withheld), including, without limitation, providing such information, certificates, comfort letters of accountants and opinions of counsel as may be customarily and reasonably requested by such underwriters. (kb) pay all The Company shall furnish to the holder of the Shares being registered, at the Company's sole cost and expense, such number of prospectuses conforming to the requirements of the Act, and the rules and regulations thereunder, relating to the Shares subject thereto as may from time to time be reasonably requested by such holders. (c) All fees, disbursements and expenses in connection incident to the Company's performance of or compliance with its obligations under this Section VII shall be borne by the registrationCompany, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and expenses of complying with applicable securities or blue sky laws, but excluding Xxxxxx's attorney's fees and any underwriter's fees or commissions. (ld) With a view The Company agrees to making available use its best efforts at its own expense to effect and to keep effective necessary registrations or qualifications under the benefits securities or Blue Sky laws of certain rules and regulations such jurisdictions as may be reasonably requested by any of the Commission which may permit holders of the sale of restricted securities (as that term is used in Rule 144 under the Act) to the public without registration, the Company agrees to: (1) use its reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144; (2) use its reasonable efforts to file with the Commission in a timely manner all reports and other documents required Shares or by the Company under the Act and the Exchange Act any underwriters for such holders so as to permit the Holders disposition of the Shares being registered. (e) The holder agrees to sell the Warrant Shares pursuant to Rule 144; provide in an expeditious manner whatever information and (3) so long as a Holder owns any Warrant Shares, furnish to Holders upon request a written statement undertakings are reasonably requested by the Company as in order to its compliance comply with the reporting requirements under of the Act and of the Securities Exchange Act of 1934, as amended, the rules and regulations thereunder and the Act as required by Rule 144, a copy of the most recent annual or quarterly report of Company guides and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation pronouncements of the Commission allowing in connection with the registration of the holder's Shares. (f) The Company shall indemnify and hold harmless the holder and any underwriter (as defined in the Act) who participates in such Holder registration for such holder and each person, if any, who controls the holder or any underwriter against any losses, claims, damages or liabilities, joint or severally, or actions in respect thereof to sell which the holder or any Warrant underwriter or controlling person may become subject under the Act, or otherwise, insofar as such losses, claims damages, liabilities or actions in respect thereof arise out of, or are based upon, any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Shares without registrationwere registered under the Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the holder or any underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall have the right, at its option, to defend at its expense and by its own counsel against any losses, claims, damages or liabilities, provided that (i) such counsel is reasonably satisfactory to the holder of the Shares; (ii) the holder of the Shares is kept fully informed of all developments, and is furnished with copies of all documents and papers, related thereto and is given the right to participate in the defense and investigation thereof at the expense of the Company if (A) in the written opinion of counsel to such holders, use of counsel of the Company's choice would be expected to give rise to a conflict of interest; (B) there are or may be legal defenses available to the holder that are different from or additional to those available to the Company; (C) the Company shall not have employed counsel to represent the holder within a reasonable time after notice of such claim is given to the Company or notice that the Company intends to assume the defense of such claim is given to the holder; or (D) the Company shall authorize the holder to employ separate counsel at the expense of the Company; and provided, further, that to the extent that any such loss, claim, damage or liability arises out of, or is based upon, an untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement, said preliminary prospectus or said final prospectus or in conformity with, written information furnished to the Company by the holder or by any underwriter for the holder specifically for use in the preparation thereof, the Company will not be so liable to the holder or underwriter and the holder agrees to indemnify and hold the Company harmless from any loss, claim, damage, liability or action arising from such information furnished to the Company by it and to use its best efforts to cause any underwriter for the holder to indemnify and hold the Company harmless from any loss, claim, damage, liability or action arising from information furnished to the Company by such underwriter. (g) The holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding the holder, the holder's Shares and the holder's intended method of distribution and any other representation required by law.