Common use of Registration of Common Stock Clause in Contracts

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Act of the Common Stock issuable upon exercise of the Warrants, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and the Company shall not be obligated to issue Common Stock unless, at the time a holder seeks to exercise Warrants, a prospectus related to the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrants. In addition, the Company agrees to use its best efforts to register such securities under the blue sky laws of the states of residence of exercising warrant holders, if permitted by the blue sky laws of such jurisdictions, in the event that an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital Partners, LLC.

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act Act, of the Common Stock issuable upon exercise of the WarrantsWarrants (but only to the extent such shares of Common Stock have not previously been registered), and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either casecase and if applicable, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to use its best efforts to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and ; provided, however, that the Company shall not be obligated to issue deliver Common Stock unless, and shall not have penalties for failure to deliver Common Stock if a registration statement is not effective or a current prospectus is not on file with the SEC at the time a holder seeks to of exercise Warrants, a prospectus related to by the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the WarrantsRegistered Holder. In addition, the Company agrees to use its best reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders, if permitted by Registered Holders to the blue sky laws of such jurisdictions, in the event that extent an exemption under the Act is not availableavailable for the exercise of the Warrants. The provisions In no event will the Registered Holder of a Warrant be entitled to receive a net-cash settlement or shares of Common Stock or other consideration as of result of the Company’s non-compliance with this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital Partners, LLC7.4.

Registration of Common Stock. The Company agrees that that, prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Act of the Common Stock issuable upon exercise of the Warrantsof, and it shall take such action as is necessary to qualify for sale, sale in those states in which the Public Warrants and the Representative’s Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Public Warrants and the Representative’s Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and Period, to maintain the effectiveness of such registration statement and to ensure that a current prospectus is available for delivery to on file with the Warrant holders Commission until the expiration or redemption of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and ; provided, however, that the Company shall not be obligated to issue Common Stock unless, at the time a holder seeks to exercise Warrants, a prospectus related to the deliver shares of Common Stock issuable upon exercise of the Warrants Public Warrants, and shall not have penalties nor be liable to the Warrant holder for failure to deliver shares, if a registration statement is not effective or a current and prospectus is not on file with the Common Stock has been registered or qualified or deemed to be exempt under Commission at the laws time of exercise of the state of residence of the holder of the WarrantsPublic Warrant by a holder. In addition, the Company agrees to use its best reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders, if permitted by holders to the blue sky laws of such jurisdictions, in the event that extent an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital Partners, LLCthe Representative.

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act Act, of the Common Stock issuable upon exercise of the Warrants, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to use its best efforts to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration or redemption of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and ; provided, however, the Company shall not be obligated to issue deliver Common Stock unless, and shall not have penalties for failure to deliver Common Stock if a registration statement is not effective at the time a holder seeks to of exercise Warrants, a prospectus related to by the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrantsholder. In addition, the Company agrees to use its best efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders, if permitted by holders to the blue sky laws of such jurisdictions, in the event that extent an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital PartnersPali. Notwithstanding the foregoing, LLCa Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In no event will the registered holder of a warrant be entitled to receive a net-cash settlement or shares of Common Stock or other consideration as of result of the Company’s non-compliance with this Section 7.4.

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act Act, of the Common Stock issuable upon exercise of the Warrants, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to use its best efforts to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and ; provided, however, the Company shall not be obligated to issue deliver Common Stock unless, and shall not have penalties for failure to deliver Common Stock if a registration statement is not effective at the time a holder seeks to of exercise Warrants, a prospectus related to by the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrantsholder. In addition, the Company agrees to use its best reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders, if permitted by holders to the blue sky laws of such jurisdictions, in the event that extent an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital PartnersPali. Notwithstanding the foregoing, LLCa Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In no event will the registered holder of a warrant be entitled to receive a net-cash settlement or shares of Common Stock or other consideration as of result of the Company's non-compliance with this Section 7.4.

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act of the Common Stock issuable upon exercise of the Warrants, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration earlier of the Warrants Redemption Date or the Expiration Date in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and the Company shall not be obligated to issue Common Stock unless, at the time a holder seeks to exercise Warrants, a prospectus related to the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrants. In addition, the Company agrees to use its best reasonable efforts to register such securities under the blue sky laws of the states of residence of exercising warrant holders, if permitted by the blue sky laws of such jurisdictions, in the event that an exemption is not available. Notwithstanding the foregoing, a Warrant may expire worthless regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In no event will the registered holder of a Warrant be entitled to receive a net-cash settlement, shares of Common Stock or other consideration in lieu of physical settlement in shares of Common Stock, regardless of whether the Company complies with this Section 7.4. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital Partners, LLCthe Representative.

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act of the Common Stock issuable upon exercise of the WarrantsAct, of, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and the Company shall not be obligated to issue Common Stock unless, at the time a holder seeks to exercise Warrants, a prospectus related to the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrants. In addition, the Company agrees to use its best reasonable efforts to register such securities under the blue sky laws of the states of residence of exercising warrant holders, if permitted by the blue sky laws of such jurisdictionsjurisdiction, in the event that an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital PartnersChardan. Notwithstanding the foregoing, LLCa Warrant may expire worthless regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants in the event that such Warrant remains unexercised or such underlying shares are not registered under the blue sky laws of the states of residence of the warrant holders. In no event will the registered holder of a warrant be entitled to receive a net-cash settlement, shares of Common Stock or other consideration in lieu of physical settlement in shares of Common Stock, regardless of whether Company complies with this Section 7.4.

Registration of Common Stock. The Company agrees that prior to the commencement of during the Exercise Period, it shall use its commercial best efforts to prepare and file with the Securities and Exchange Commission a post-effective amendment to the Registration Statementregistration statement, or a new registration statement, for the registration under the Act of the Common Stock Shares issuable upon exercise of the Warrants, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock Shares issuable upon exercise of the Warrants. In either case, the Company will use its commercial best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant AgreementWarrant. The Except as provided in Section 1(c)(ii) of this Warrant, the Warrants shall not be exercisable and the Company shall not be obligated to issue Common Stock unless, at the time a holder seeks to exercise Warrants, a prospectus related to the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the WarrantsWarrants or unless the issuance of the Common Stock is deemed to be exempt from such requirements. In addition, the Company agrees to use its commercial best efforts to register such securities under the blue sky laws of the states of residence of exercising warrant holdersWarrantholders, if permitted by the blue sky laws of such jurisdictions, in the event that an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital Partners, LLC.

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Act of the Common Stock issuable upon exercise of the Warrants, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and the Company shall not be obligated to issue Common Stock unless, at the time a holder seeks to exercise Warrantswarrants, a prospectus related to the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrants. In addition, the Company agrees to use its best reasonable efforts to register such securities under the blue sky laws of the states of residence of exercising warrant holders, if permitted by the blue sky laws of such jurisdictions, in the event that an exemption is not available. In no event will the Registered Holder of a Warrant be entitled to receive a net-cash settlement in lieu of physical settlement in shares of Common Stock, regardless of whether the Company complies with this Section 7.4. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital Partners, LLC.Citigroup Global Markets Inc.

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act Act, of the Common Stock issuable upon exercise of the Warrants, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to use its best efforts to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and ; provided, however, the Company shall not be obligated to issue deliver Common Stock unless, and shall not have penalties for failure to deliver Common Stock if a registration statement is not effective at the time a holder seeks to of exercise Warrants, a prospectus related to by the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrantsholder. In addition, the Company agrees to use its best reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders, if permitted by holders to the blue sky laws of such jurisdictions, in the event that extent an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital PartnersMaxim. Notwithstanding the foregoing, LLCa Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In no event will the registered holder of a warrant be entitled to receive a net-cash settlement or shares of Common Stock or other consideration as of result of the Company’s non-compliance with this Section 7.4.

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Act of the Common Stock issuable upon exercise of the Warrants, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and the Company shall not be obligated to issue Common Stock unless, at the time a holder seeks to exercise Warrants, a prospectus related to the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrants. In addition, the Company agrees to use its best efforts to register such securities under the blue sky laws of the states of residence of exercising warrant holders, if permitted by the blue sky laws of such jurisdictions, in the event that an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital Partners, LLC.

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act Act, of the Common Stock issuable upon exercise of the Warrants, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to use its best efforts to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and ; provided, however, the Company shall not be obligated to issue deliver Common Stock unless, and shall not have penalties for failure to deliver Common Stock if a registration statement is not effective at the time a holder seeks to of exercise Warrants, a prospectus related to by the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrantsholder. In addition, the Company agrees to use its best reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders, if permitted by holders to the blue sky laws of such jurisdictions, in the event that extent an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital PartnersMxxxxx Xxxxxx. Notwithstanding the foregoing, LLCa Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In no event will the registered holder of a warrant be entitled to receive a net-cash settlement or shares of Common Stock or other consideration as of result of the Company's non-compliance with this Section 7.4.

Registration of Common Stock. The Company agrees that that, prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Act of the Common Stock issuable upon exercise of the Warrantsof, and it shall take such action as is necessary to qualify for sale, sale in those states in which the Public Warrants and the Representative’s Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Public Warrants and the Representative’s Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and Period, to maintain the effectiveness of such registration statement and to ensure that a current prospectus is available for delivery to on file with the Warrant holders Commission until the expiration or redemption of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and ; provided, however, that the Company shall not be obligated to issue Common Stock unless, at the time a holder seeks to exercise Warrants, a prospectus related to the deliver shares of Common Stock issuable upon exercise of the Warrants Warrants, and shall not have penalties nor be liable to the Warrant holder for failure to deliver shares, if a registration statement is not effective or a current and prospectus is not on file with the Common Stock has been registered or qualified or deemed to be exempt under Commission at the laws time of exercise of the state of residence of the holder of the WarrantsWarrant by a holder. In addition, the Company agrees to use its best reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders, if permitted by holders to the blue sky laws of such jurisdictions, in the event that extent an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital Partners, LLCthe Representative.

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or SEC a new registration statement, for the registration registration, under the Act Act, of the Common Stock issuable upon exercise of the Warrants, and it shall take such action as is reasonably necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to use its best efforts to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and ; provided, however, that the Company shall not be obligated to issue deliver Common Stock unless, and shall not have penalties for failure to deliver Common Stock if a registration statement is not effective or a current prospectus is not on file with the SEC at the time a holder seeks to of exercise Warrants, a prospectus related to by the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrantsholder. In addition, the Company agrees to use its best reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders, if permitted by holders to the blue sky laws of such jurisdictions, in the event that extent an exemption under the Act is not availableavailable for the exercise of the Warrants. In no event will the Registered Holder of a Warrant be entitled to receive a net-cash settlement or shares of Common Stock or other consideration as of result of the Company’s non-compliance with this Section 7.4. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital Partners, LLCthe Underwriter.

Registration of Common Stock. The If the Company consummates an Initial Public Offering, the Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Act of the Common Stock issuable upon exercise of the Warrantsof, and it shall take such action as is may be necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will shall use its reasonable best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Public Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and the Company shall not be obligated to issue Common Stock unless, at the time a holder seeks to exercise the Warrants, a prospectus related relating to the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the Warrants. In addition, the Company agrees to use its best reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders, if permitted by holders to the blue sky laws of such jurisdictions, in the event that extent an exemption is not available. The provisions Notwithstanding the foregoing, a Warrant can expire unexercised regardless of this Section 7.4 may not be modified, amended or deleted without whether a registration statement is current under the prior written consent Act with respect to the Common Stock issuable upon exercise of Xxxx Capital Partners, LLCthe Warrants.

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act Act, of the Common Stock issuable upon exercise of the Warrants, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to use its best efforts to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and ; provided, however, that the Company shall not be obligated to issue deliver Common Stock unless, and shall not have penalties for failure to deliver Common Stock if a registration statement is not effective or a current prospectus is not on file with the SEC at the time a holder seeks to of exercise Warrants, a prospectus related to by the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the WarrantsRegistered Holder. In addition, the Company agrees to use its best reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders, if permitted by Registered Holders to the blue sky laws of such jurisdictions, in the event that extent an exemption under the Act is not availableavailable for the exercise of the Warrants. In no event will the Registered Holder of a Warrant be entitled to receive a net-cash settlement or shares of Common Stock or other consideration as of result of the Company’s non-compliance with this Section 7.4. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital PartnersMaxim, LLCthe representative of the underwriters (the “Underwriters”).

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act Act, of the Common Stock issuable upon exercise of the Warrants, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to use its best efforts to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and ; provided, however, the Company shall not be obligated to issue deliver Common Stock unless, and shall not have penalties for failure to deliver Common Stock if a registration statement is not effective at the time a holder seeks to of exercise Warrants, a prospectus related to by the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrantsholder. In addition, the Company agrees to use its best reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders, if permitted by holders to the blue sky laws of such jurisdictions, in the event that extent an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital Partnersthe Representatives. Notwithstanding the foregoing, LLCa Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In no event will the registered holder of a warrant be entitled to receive a net-cash settlement or shares of Common Stock or other consideration as of result of the Company’s non-compliance with this Section 7.4.

Registration of Common Stock. The Company agrees covenants that prior to the commencement of the Exercise PeriodExpiration Date, it shall use its best efforts to prepare and file with the Securities and Exchange Commission a such post-effective amendment amendments to the Registration Statement, or a new registration statement, for the registration under the Act of the Common Stock issuable acquirable upon exercise of the Warrants, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable acquirable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants (other than Embedded Underwriters’ Warrants) shall not be exercisable and the Company shall not be obligated to issue or cause the transfer of Common Stock unless, at the time a holder seeks to exercise Warrants, a prospectus related to the Common Stock issuable acquirable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrants. In addition, the Company agrees to use its best efforts to register such securities under the blue sky laws of the states of residence of exercising warrant Warrant holders, if permitted by the blue sky laws of such jurisdictions, in the event that an exemption is not available. The provisions of this Section 7.4 6(f) may not be modified, amended or deleted without the prior written consent of Xxxx Capital Partners, LLC.

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act Act, of the Common Stock issuable upon exercise of the Public Warrants, and it shall take such action as is necessary to qualify for sale, in those states in which the Public Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Public Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to use its best efforts to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Public Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and ; provided, however, the Company shall not be obligated to issue deliver Common Stock unless, and shall not have penalties for failure to deliver Common Stock if a registration statement is not effective at the time a holder seeks to of exercise Warrants, a prospectus related to by the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrantsholder. In addition, the Company agrees to use its best reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders, if permitted by holders to the blue sky laws of such jurisdictions, in the event that extent an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital PartnersDeutsche Bank. Notwithstanding the foregoing, LLCa Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In no event will the registered holder of a warrant be entitled to receive a net-cash settlement or shares of Common Stock or other consideration as of result of the Company's non-compliance with this Section 7.4.

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act Act, of the Common Stock issuable upon exercise of the Warrants, and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants, provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to use its best efforts to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and ; provided, however, the Company shall not be obligated to issue deliver Common Stock unless, and shall not have penalties for failure to deliver Common Stock if a registration statement is not effective at the time a holder seeks to of exercise Warrants, a prospectus related to by the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrantsholder. In addition, the Company agrees to use its best reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders, if permitted by holders to the blue sky laws of such jurisdictions, in the event that extent an exemption is not available, subject to the proviso above. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital PartnersSandler. Notwithstanding the foregoing, LLCa Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In no event will the registered holder of a warrant be entitled to receive a net-cash settlement or Common Stock or other consideration as of result of the Company’s non-compliance with this Section 7.4.

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act Act, of the Common Stock issuable upon exercise of the Warrants, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to use its best efforts to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and ; provided, however, the Company shall not be obligated to issue deliver Common Stock unless, and shall not have penalties for failure to deliver Common Stock if a registration statement is not effective at the time a holder seeks to of exercise Warrants, a prospectus related to by the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrantsholder. In addition, the Company agrees to use its best reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders, if permitted by holders to the blue sky laws of such jurisdictions, in the event that extent an exemption is not available. The provisions Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In no event will the Registered Holder of a warrant be entitled to receive a net-cash settlement or shares of Common Stock or other consideration as of result of the Company’s non-compliance with this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital Partners, LLC7.4.

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act of the Common Stock issuable upon exercise of the WarrantsAct, of, and it shall use its best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the WarrantsWarrants and to maintain a current and available prospectus relating to such shares of Common Stock. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement and ensure that a current and available prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and the Company shall not be obligated to issue Common Stock unless, at the time a holder seeks to exercise the Warrants, a prospectus related to there is an effective registration statement under the Act covering the shares of Common Stock issuable upon exercise of the Warrants Warrants, a prospectus relating to such shares of Common Stock is current and available and the Common Stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the Warrants. In addition, the Private Warrants shall not exercisable and the Company agrees shall not be obligated to use issue Common Stock unless, at the time a holder seeks to exercise his, her or its best efforts to register such securities Private Warrants there is an effective registration statement under the blue sky laws Act covering the shares of Common Stock issuable upon exercise of the states of residence of exercising warrant holders, if permitted by Private Warrants and a prospectus relating to the blue sky laws of such jurisdictions, in the event that an exemption Public Warrants is not current and available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital Partners, LLC.Citigroup Global Markets Inc.

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Act of the Common Stock issuable upon exercise of the Warrants, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and the Company shall not be obligated to issue Common Stock unless, at the time a holder seeks to exercise Warrants, a prospectus related to the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrants. In addition, the Company agrees to use its best efforts to register such securities under the blue sky laws of the states of residence of exercising warrant holders, if permitted by the blue sky laws of such jurisdictions, in the event that an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital Partners, Maxim Group LLC.

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act Act, of the Common Stock issuable upon exercise of the Warrants, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to use its best efforts to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and ; provided, however, the Company shall not be obligated to issue deliver Common Stock unless, and shall not have penalties for failure to deliver Common Stock if a registration statement is not effective at the time a holder seeks to of exercise Warrants, a prospectus related to by the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrantsholder. In addition, the Company agrees to use its best reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders, if permitted by holders to the blue sky laws of such jurisdictions, in the event that extent an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital PartnersXxxxxx Xxxxxx. Notwithstanding the foregoing, LLCa Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In no event will the registered holder of a warrant be entitled to receive a net-cash settlement or shares of Common Stock or other consideration as of result of the Company's non-compliance with this Section 7.4.

Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act of the Common Stock issuable upon exercise of the WarrantsAct, of, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and the Company shall not be obligated to issue Common Stock unless, at the time a holder seeks to exercise Warrants, a prospectus related to the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrants. In addition, the Company agrees to use its best reasonable efforts to register such securities under the blue sky laws of the states of residence of exercising warrant holders, if permitted by the blue sky laws of such jurisdictionsjurisdiction, in the event that an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Xxxx Capital PartnersXxxxxx. Notwithstanding the foregoing, LLCa Warrant may expire worthless regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants in the event that such Warrant remains unexercised or such underlying shares are not registered under the blue sky laws of the states of residence of the warrant holders. In no event will the registered holder of a warrant be entitled to receive a net-cash settlement, shares of Common Stock or other consideration in lieu of physical settlement in shares of Common Stock, regardless of whether Company complies with this Section 7.4.