Common use of Registration of the Shares Clause in Contracts

Registration of the Shares. The Company shall file with the Commission, on or before the date that is twenty (20) days after the Closing Date or, in the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, thirty (30) days after the delivery of such securities to the Purchaser, a Registration Statement covering the resale to the public by Purchaser of the Shares or securities sold to the Purchaser pursuant to Section 5.8 hereof. (For purposes of this Article IV, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially reasonable efforts to cause the Registration Statement covering the Shares to be declared effective by the Commission by March 30, 2018 or, in the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, within ninety (90) days after the delivery of such securities to the Purchaser. The Company shall cause such Registration Statement to remain effective under the Securities Act until all Shares covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144. The Company shall promptly notify Purchaser of the effectiveness of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission on Form S-3 until one or more Registration Statements covering the resale of all of the Shares shall have been filed with, and declared effective by, the Commission pursuant to the terms and conditions of this Agreement.

Registration of the Shares. The (a) At any time after the date hereof, so long as the Company is eligible to file a Registration Statement on Form S-3 at such time, the Purchaser may request, in writing, that the Company effect the registration on Form S-3 of the Shares; provided, however, that pursuant to the terms of the Purchase Agreement, Purchaser shall not have the right to sell or otherwise dispose of the Shares on or before October 11, 2003, except as provided in the Purchase Agreement. Upon receipt of such request for registration pursuant to this Section 1, the Company shall promptly file with the Commission, Securities and Exchange Commission (the “SEC”) a registration statement on or before the date that is twenty (20) days after the Closing Date or, in the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, thirty (30) days after the delivery of such securities to the Purchaser, a Registration Statement Form S-3 covering the resale to the public by the Purchaser of the Shares or securities sold to the Purchaser pursuant to Section 5.8 hereofShares. (For purposes of this Article IV, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially reasonable efforts to cause the Registration Statement covering the Shares registration statement to be declared effective by the Commission by March 30, 2018 or, in the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, within ninety (90) days after the delivery of such securities to the PurchaserSEC as soon as practicable. The Company shall use commercially reasonable efforts to file such amendments and supplements to such registration statement to cause such Registration Statement to it remain effective until the date two years after the date hereof or such earlier time as all of the Shares covered by the registration statement have been sold pursuant thereto. The Company may, by written notice to the Purchaser, delay the filing or effectiveness of a registration statement under this Section 1(a) for a period of not more than 75 days on one occasion if the Board of Directors of the Company in good faith, upon advice of counsel, determines that such delay is in the best interest of the Company. (b) If, at any time, the Company proposes to register any of its Common Stock on Form X-0, X-0, or S-3 under the Securities Act until all Shares covered in connection with an underwritten offering of such securities solely for cash (“Underwritten Offering”), and shares of Common Stock held by persons other than the Company are to be included in such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144Underwritten Offering, the Company shall, each such time, promptly give the Purchaser written notice of such proposed Underwritten Offering. The Upon written request of the Purchaser given within thirty (30) days after receipt of any such notice by the Company, the Company shall promptly notify Purchaser of the effectiveness of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use its reasonable commercial best efforts to maintain its eligibility cause to make filings with be registered under the Commission on Form S-3 until one or more Registration Statements covering the resale of Securities Act all of the Shares shall have been filed with, and declared effective bythat the Purchaser has requested be registered subject to Section 1(c) below. (c) If the managing underwriters advise the Company that their opinion of marketing factors require a limitation in the number of shares to be included by persons other than the Company in an Underwritten Offering under Section 1(b), the Commission pursuant number of shares that may be included in such Underwritten Offering shall be allocated among the Purchaser and any other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in an Underwritten Offering, as nearly as practicable, to the respective number of shares of Common Stock held by them on the date the Company gives notice as specified above. If the Purchaser or any other holder would thus be entitled to include more shares than such holder requested to be registered, the excess shall be allocated among the Purchaser and other holders in the manner described in the preceding sentence. (d) In the event the Purchaser intends to include its shares in an Underwritten Offering, such right shall be conditioned upon the Purchaser’s participation in such Underwritten Offering on the terms set forth herein and conditions of this Agreementsuch Purchaser shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected by the Company.

Registration of the Shares. The (a) At any time after the Closing Date, so long as the Company is then eligible to file a registration statement on Form S-3 (or any successor form relating to secondary offerings), the Purchaser may request, in writing, that the Company effect the registration on Form S-3 (or such successor form) of the Shares; provided, however, that pursuant to the terms of Section 6 below, Purchaser shall file with not have the Commission, right to sell or otherwise dispose of the Shares on or before the date that which is twenty (20) 90 days after the Closing Date orDate, except as provided in the case such Section. Upon receipt of securities sold to the Purchaser such request for registration pursuant to this Section 5.1, the participation rights set forth in Section 5.8 hereof, thirty Company shall promptly file with the SEC a registration statement on Form S-3 (30or any successor form) days after the delivery of such securities to the Purchaser, a Registration Statement covering the resale to the public by the Purchaser of the Shares or securities sold to the Purchaser pursuant to Section 5.8 hereofShares. (For purposes of this Article IV, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially reasonable efforts to cause the Registration Statement covering the Shares registration statement to be declared effective by the Commission by March 30, 2018 or, in the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, within ninety (90) days after the delivery of such securities to the PurchaserSEC as soon as practicable. The Company shall use commercially reasonable efforts to file such amendments and supplements to such registration statement to cause such Registration Statement to it remain effective until the date two years after the date hereof or such earlier time as all of the Shares covered by the registration statement have been sold pursuant thereto. The Company will not be required to effect more than one registration pursuant to this Section 5.1(a). The Company may, by written notice to the Purchaser, delay the filing or effectiveness of a registration statement under this Section 5.1(a) for a period of not more than 60 days from the date of such request if the Board of Directors of the Company makes a good faith determination that filing at such time would be materially detrimental to the Company. Such right to delay a request shall not be exercised by the Company more than twice in any 12-month period. (b) If, at any time, the Company proposes to register any of its Common Stock on a registration statement filed with the SEC for an underwritten public offering and sale of Common Stock for cash (an “Underwritten Offering”) (other than a registration statement on Form S-8 or Form S-4, or their successors, a “universal shelf” registration statement pursuant to Rule 415 under the Securities Act, or any other form for a limited purpose), then the Company shall promptly give the Purchaser written notice of such proposed Underwritten Offering. Upon written request of the Purchaser given within fourteen (14) days after receipt of any such notice by the Company, the Company shall use its commercially reasonable efforts to cause to be registered under the Securities Act until all Shares covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144. The Company shall promptly notify Purchaser of the effectiveness of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission on Form S-3 until one or more Registration Statements covering the resale of all of the Shares that the Purchaser has requested be registered; provided that the Company shall have been filed withthe right to postpone or withdraw any registration effected pursuant to this Section 5.1(b) without any obligation to the Purchaser. (c) In connection with any Underwritten Offering under Section 5.1(b), if the managing underwriters advise the Company of their reasonable opinion that marketing factors require a limitation in the number of shares to be included by persons other than the Company the shares held by the Purchaser and declared effective byany other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in an Underwritten Offering (the “Other Holders”) shall be excluded from such registration statement and underwriting to the extent deemed advisable by the managing underwriters; provided that in no case shall the Shares along with the shares of other Holders be reduced to less than 10% of the proceeds of such Underwritten Offering. If a reduction in the number of shares to be included by the Purchaser and Other Holders is required, the Commission number of shares that may be included in such Underwritten Offering shall be allocated among the Purchaser and such Other Holders, as nearly as practicable, to the respective number of shares of Common Stock held by them on the date the Company gives notice as specified above. If the Purchaser or any Other Holder would thus be entitled to include more shares than such holder requested to be registered, the excess shall be allocated among the Purchaser and Other Holders in the manner described in the preceding sentence. (d) In the event the Purchaser intends to include its shares in an Underwritten Offering, such right shall be conditioned upon the Purchaser’s participation in such Underwritten Offering on the terms set forth herein and such Purchaser shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected by the Company. (e) Notwithstanding anything herein to the contrary, the Company shall not be required, pursuant to this Section 5.1, to include any Shares in a registration statement if such Shares can then be sold pursuant to Rule 144(k) under the terms and conditions of this AgreementSecurities Act.

Registration of the Shares. (a) The Company shall file with the CommissionSEC no later than on the 30th day from, on or before but not including, the date that is twenty hereof (20the "REQUIRED FILING DATE") days after the Closing Date or, in the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, thirty (30) days after the delivery of such securities to the Purchaser, a Registration Statement covering the resale to the public by Purchaser of registration statement on Form S-3 registering the Shares for resale by the Purchasers from time to time on the Principal Market or the facilities of any national securities sold to exchange on which the Purchaser pursuant to Section 5.8 hereofCompany's Common Stock is then traded or in privately-negotiated transactions (the "REGISTRATION STATEMENT"). (For purposes of this Article IV, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially reasonable its best efforts to cause the Registration Statement covering the Shares to become or to be declared effective by the Commission by March 30, 2018 orSEC as soon as practicable after its filing and, in no event later than the case of securities sold 60th day from, but not including, the date hereof; provided, however, that if the SEC decides to review the Registration Statement, such date shall automatically be extended to the Purchaser pursuant 120th day from, but not including, the date hereof (such required effectiveness date as may be so extended, the "REQUIRED EFFECTIVE DATE"). (b) The Company's best efforts shall include but will not be limited to, promptly responding to all comments received from the participation rights set forth in Section 5.8 hereofstaff of the SEC. If the SEC notifies the Company that the Registration Statement will receive no review from the SEC, within ninety (90) days after the delivery of such securities to the Purchaser. The Company shall cause the Registration Statement to be declared effective by the SEC within five Business Days after the day of the receipt of such notification from the SEC. (c) Once the Registration Statement is declared effective, the Company shall use its best efforts to keep such Registration Statement continuously effective, supplemented, amended and current as required by and subject to remain effective under the provisions of this Agreement and in conformity with the requirements of the Securities Act until and the policies, rules and regulations of the SEC as announced from time to time, for a period of at least two years (as extended pursuant to Section 6.6) following the date the Registration Statement has become effective or such shorter period as will terminate when all the Shares covered by such the Registration Statement have been sold or may be sold without volume restrictions resold pursuant to Rule 144. The Company shall promptly notify Purchaser of thereto (the effectiveness of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission on Form S-3 until one or more Registration Statements covering the resale of all of the Shares shall have been filed with, and declared effective by, the Commission pursuant to the terms and conditions of this Agreement"REGISTRATION PERIOD").

Registration of the Shares. The (i) If the Buyer requests the Company shall file with in writing to register under the CommissionSecurities Act of 1933, on or before as amended (the date that is twenty (20) days after the Closing Date or"Securities Act"), in the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, thirty (30) days after the delivery of such securities to the Purchaser, a Registration Statement covering the resale to the public by Purchaser any of the Shares or securities sold to owned by the Purchaser pursuant to Section 5.8 hereof. (For purposes of this Article IVBuyer, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall will use commercially reasonable its best efforts to cause the Registration Statement covering offering of the Shares so specified in such request to be declared effective registered as soon as practicable so as to permit the sale or other distribution by the Commission Buyer of the Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of the Buyer's request) a registration statement under the Securities Act to effect such registration on an appropriate form, which would permit the sale of the Shares by March 30, 2018 or, the Buyer in the case of securities sold to manner specified by the Purchaser pursuant to the participation rights set forth Buyer in Section 5.8 hereof, within ninety (90) days after the delivery of such securities to the Purchaserits request. The Company shall cause such Registration Statement to remain effective under the Securities Act until all Shares covered by such Registration Statement have been sold or may not be sold without volume restrictions pursuant to Rule 144. The Company shall promptly notify Purchaser of the effectiveness of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility obligated to make filings with the Commission on Form S-3 until one or effective more Registration Statements covering the resale of all of the Shares shall have been filed with, and declared effective by, the Commission than three registration statements pursuant to the terms foregoing sentence. Upon written notice to Buyer, the Company may postpone effecting a registration pursuant to this Section 8.5 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed), if (1) an investment banking firm of recognized national standing shall advise the Company and conditions Buyer in writing that effecting the registration would materially and adversely affect an offering of this Agreementsecurities of the Company the preparation of which had then been commenced or (2) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company believes, in its reasonable judgment, would not be in the best interests of the Company.

Registration of the Shares. The 6.1 As soon as practical following the Closing, and in any event within 10 days thereafter, the Company shall will prepare and file with the Commission, SEC a registration statement on Form S-3 (or before such other form that the date that is twenty (20Company may be eligible to use) days after the Closing Date or, in the case of securities sold relating to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, thirty (30) days after the delivery of such securities to the Purchaser, a Registration Statement covering the resale to the public by Purchaser sale of the Shares or securities sold by Purchaser from time to time (the Purchaser pursuant "Registration Statement"), and use its best efforts, subject to Section 5.8 hereof. (For purposes receipt of this Article IVnecessary information from Purchaser, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially reasonable efforts to cause the such Registration Statement covering the Shares to be declared effective by the Commission SEC as soon as practicable after the SEC has completed its review process. In the event the Registration Statement has not been declared effective by March 30the SEC within 60 days of its filing date, 2018 orthe purchase price shall be re-calculated as follows: (a) if the effective date occurs more than 60 days but less than 75 days from the filing date, in the case purchase price shall be reduced by five percent (5%), (b) if the effective date occurs more than 75 days but less than 120 days from the filing date, the purchase price shall be reduced by ten percent (10%) and (c) if the effective date has not occurred within 120 days from the filing date, the purchase price shall be reduced by twenty-five percent (25%). Within 15 days of securities sold the earlier of (i) the effective date of the Registration Statement or (ii) the date that is 120 days from the filing date, the Company shall refund the amount of the discount to the Purchaser pursuant by making a cash payment to the participation rights set forth in Section 5.8 hereof, within ninety (90) days after the delivery of such securities to the Purchaser. The Company shall cause agrees to use its best efforts to keep such Registration Statement to remain effective until the date on which the Shares may be resold by Purchaser without registration by reason of Rule 144(k) under the Securities Act until all Shares covered by such of 1933 or any other rule of similar effect. Notwithstanding the foregoing, following the effectiveness of the Registration Statement, the Company may, at any time, suspend the effectiveness of the Registration Statement for up to no longer than 30 days, as appropriate (a "Suspension Period"), by giving notice to the Purchaser, if the Company shall have been sold or determined that the Company may be sold without volume restrictions pursuant required to Rule 144disclose any material corporate development. The Company shall promptly notify will use its best efforts to minimize the length of any Suspension Period. Notwithstanding the foregoing, no more than two Suspension Periods may occur in any twelve (12) month period. Purchaser agrees that, upon receipt of the effectiveness of such Registration Statement after any notice from the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission on Form S-3 until one or more Registration Statements covering the resale of all of the a Suspension Period, Purchaser will not sell any Shares shall have been filed with, and declared effective by, the Commission pursuant to the terms and conditions Registration Statement until (i) Purchaser is advised in writing by the Company that the use of this Agreement.the applicable prospectus

Registration of the Shares. The Company shall file with the Commission, on or before the date that is twenty (20) as soon as practicable but in no event later than 30 days after the Closing Date or, in (the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, thirty (30) days after the delivery of such securities to the Purchaser“Filing Deadline”), a Registration Statement covering the resale of the full amount of the Shares to the public by Purchaser of the Shares or securities sold to the Purchaser pursuant to Section 5.8 hereofPurchaser. (For purposes of this Article IV, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially reasonable efforts to cause the Registration Statement covering the Shares to be declared effective by the Commission by March 30as soon as practicable, 2018 orbut in no event later than the date (the “Effectiveness Deadline”), which shall be either: (i) in the case of securities sold to event that the Purchaser pursuant to Commission does not review the participation rights set forth in Section 5.8 hereofRegistration Statement, within ninety (90) 90 days after the delivery of such securities Closing Date (but in any event, no later than three Business Days following the Commission indicating a “no-review” decision on the Registration Statement), or (ii) in the event that the Commission reviews the Registration Statement or notifies the Company that the Registration Statement cannot be declared effective prior to the Purchaserresolution of any comments related to filings made by the Company with the Commission or confidential treatment requests made by the Company, 120 days after the Closing Date (but in any event, no later than three Business Days following the Commission indicating that it has no further comments on the Registration Statement). Notwithstanding the above, if the Company has received comments from the Commission or the Staff regarding the Registration Statement, then the Company shall use its reasonable best efforts to resolve any such comments as promptly as practicable. The Company shall cause such Registration Statement to remain effective under the Securities Act until all Shares covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144. The Company shall promptly notify Purchaser the Purchasers of the effectiveness of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission on Form S-3 until one or more Registration Statements registrations statements covering the resale of all of the Shares shall have been filed with, and declared effective by, the Commission pursuant to the terms and conditions of this Agreement.

Registration of the Shares. (a) The Company agrees, subject to the requirements and restrictions of the Securities Act of 1933, as amended (the "Act"), and the terms and conditions herein, to include the reoffer and resale by the Shareholder of the Shares purchased by the Shareholder in this Offering in a registration statement under the Act (the "Registration Statement"). The Registration Statement shall also, at the Shareholder's option, cover the distribution of the Shares to the Shareholder's shareholders. The Company has agreed to utilize its best efforts to (i) file the Registration Statement with the Securities and Exchange Commission (the "SEC") no later than March 31, 2004, and (ii) to take such further actions and file such amendments to the Registration Statement as may be necessary to respond to any comments that the SEC may have in a timely manner and to otherwise take such steps as may be necessary so that the Registration Statement is declared effective as soon as reasonably practicable after the filing thereof. Notwithstanding the Company's best efforts, in the event the Company has not filed the Registration Statement with the SEC on or prior to April 15, 2004, or the Registration Statement is not declared effective by the SEC on or prior to August 1, 2004, the Company agrees to issue to the Shareholder a number of shares of its common stock equal to two percent (2%) of the total number of Shares sold to Shareholder pursuant to the Subscription Agreement (the "Additional Shares"). In addition, if, at the end of each fifteen (15) calendar day period following April 15, 2004 or August 1, 2004, as applicable, the Company still has not filed the Registration Statement with the SEC, the Company shall issue to Shareholder a number of shares of its common stock equal to two percent (2%) of the total number of Shares (including any Additional Shares) sold or issued to Shareholder pursuant to this Subscription Agreement. Any Additional Shares issued by the Company shall be included with the Shares on the Registration Statement. Notwithstanding the foregoing, the Company shall not be obligated to issue the Additional Shares if the delay in filing of the Registration Statement is caused solely by the Shareholder's failure to deliver, in a commercially reasonable and timely manner, the information regarding the Shareholder that is needed by the Company to complete the Registration Statement. In connection with the foregoing, the Shareholder agrees to cooperate with the Company and to provide the Company in a timely manner with all information regarding the Shareholder as the Company may reasonably request in connection with the preparation of the Registration Statement. In addition, the Shareholder agrees to promptly notify the Company of any changes in the information set forth in the Registration Statement regarding Shareholder or Shareholder's plan of distribution as set forth in such Registration Statement. (b) The Company shall prepare and file with the SEC (i) such amendments and supplements to the Registration Statement and any "Prospectus," as such term is hereinafter defined, used in connection therewith, and (ii) such other filings required by the SEC, in each case as may be necessary to keep the Registration Statement continuously effective and not misleading until the first to occur of (A) all of the Shares have been previously sold, distributed or disposed of pursuant to the Registration Statement; (B) all of the Shares have otherwise been sold, distributed, transferred or disposed of to any entity other than an Affiliate of the Shareholders; or (C) one hundred and eighty (180) days from the effective date of the Registration Statement or such other time thereafter as the Company in its sole discretion may agree to. (c) In order to facilitate the public sale or other disposition or distribution of all or any of the Shares by the Shareholders pursuant to the Registration Statement, the Company shall furnish to the Shareholders with respect to the Shares registered under the Registration Statement such number of copies of prospectuses, prospectus supplements and preliminary prospectuses as such Shareholders reasonably requests in conformity with the requirements of the Act (collectively, the "Prospectus"). (d) The Company shall file with the Commissionsuch documents, on or before the date that is twenty (20) days after the Closing Date orif any, in the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, thirty (30) days after the delivery of such securities to the Purchaser, a Registration Statement covering the resale to the public by Purchaser reasonably required of the Shares or securities sold to Company for normal blue sky clearance in New York, California and such other state(s) as the Purchaser pursuant to Section 5.8 hereof. (For purposes of this Article IVCompany in its sole discretion may agree to; provided, however, that the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially reasonable efforts not be required to cause the Registration Statement covering the Shares (i) qualify generally to do business in any jurisdiction where it would not otherwise be declared effective by the Commission by March 30required to qualify but for this clause (d), 2018 or, (ii) subject itself to general taxation in the case any such jurisdiction; (iii) consent to general service of securities sold to the Purchaser pursuant to the participation rights set forth process in Section 5.8 hereof, within ninety any such jurisdiction; or (90iv) days after the delivery of such securities to the Purchaser. The Company shall cause such Registration Statement to remain effective under the Securities Act until all Shares covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144. The Company shall promptly notify Purchaser undertake compliance with substantive requirements of the effectiveness blue sky laws or regulations of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission on Form S-3 until one a jurisdiction which are unreasonably burdensome or more Registration Statements covering the resale of all of the Shares shall have been filed withonerous, and declared effective by, the Commission pursuant to the terms and conditions of this Agreementincluding escrow requirements.

Registration of the Shares. The Company shall file with the Commission, on or before as soon as practicable but in no event later than 90 days prior to the date that is twenty (20) days after first anniversary of the Closing Date or, in (the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, thirty (30) days after the delivery of such securities to the Purchaser“Filing Deadline”), a Registration Statement covering the resale of the full amount of the Shares to the public by Purchaser of the Shares or securities sold to the Purchaser pursuant to Section 5.8 hereofPurchaser. (For purposes of this Article IV, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially reasonable efforts to cause the Registration Statement covering the Shares to be declared effective by the Commission by March 30as soon as practicable, 2018 orbut in no event later than the date (the “Effectiveness Deadline”), which shall be either: (i) in the case of securities sold to event that the Purchaser pursuant to Commission does not review the participation rights set forth in Section 5.8 hereofRegistration Statement, within ninety (90) 90 days after the delivery of such securities Closing Date (but in any event, no later than three Business Days following the Commission indicating a “no-review” decision on the Registration Statement), or (ii) in the event that the Commission reviews the Registration Statement or notifies the Company that the Registration Statement cannot be declared effective prior to the Purchaserresolution of any comments related to filings made by the Company with the Commission or confidential treatment requests made by the Company, 120 days after the Closing Date (but in any event, no later than three Business Days following the Commission indicating that it has no further comments on the Registration Statement). Notwithstanding the above, if the Company has received comments from the Commission or the Staff regarding the Registration Statement, then the Company shall use its reasonable best efforts to resolve any such comments as promptly as practicable. The Company shall cause such Registration Statement to remain effective under the Securities Act until all Shares covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144. The Company shall promptly notify Purchaser of the effectiveness of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission on Form S-3 until one or more Registration Statements registrations statements covering the resale of all of the Shares shall have been filed with, and declared effective by, the Commission pursuant to the terms and conditions of this Agreement.

Registration of the Shares. The Company shall on the later of five (5) business days following, (i) the consummation of the Acquisition and (ii) March 1, 2006, file with the Commission, on or before the date that is twenty (20) days after the Closing Date or, in the case of securities sold SEC a shelf registration statement relating to the Purchaser pursuant offer and sale by Seller and the Seller Owners at any time and from time to time on a delayed or continuous basis in accordance with Rule 415 under the participation rights set forth Securities Act and in Section 5.8 hereofaccordance with this Agreement, thirty (30) days after the delivery of such securities to the Purchaser, a Registration Statement covering the resale to the public by Purchaser of all the Shares or securities sold to (the Purchaser pursuant to Section 5.8 hereof"Registration Statement"). (For purposes of this Article IV, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially its reasonable best efforts to cause have the Registration Statement covering the Shares to be declared effective by as promptly as practicable (with such date on which the Commission by March 30Registration Statement becomes effective referred to as the "Effective Date"), 2018 or, in including but not limited to filing the case of securities sold to the Purchaser Registration Statement as an automatic shelf registration statement pursuant to the participation rights set forth in Section 5.8 hereof, within ninety (90Rule 462(e) days after the delivery of such securities to the Purchaser. The Company shall cause such Registration Statement to remain effective under the Securities Act until all Shares covered by such Act, if available. Promptly upon receipt thereof, Company shall deliver to Seller and the Seller Owners a copy of the order of the SEC declaring the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144. The Company shall promptly notify Purchaser of the effectiveness effective and a copy of such Registration Statement after and any amendments thereto together with an opinion of counsel representing the Company confirms effectiveness with for the Commission. The Company hereby covenants purposes of such Registration, in form and agrees substance reasonably acceptable to use reasonable commercial efforts Seller and the Seller Owners, addressed to maintain its eligibility to make filings with the Commission on Form S-3 until one or more Seller and the Seller Owners, including, confirming that the Registration Statements covering the resale of Statement is effective and that all of the Shares shall have been filed withduly registered and, and declared effective by, the Commission pursuant subject to the terms and conditions of transfer restrictions contained in this Agreement, are freely transferable and that all of the shares have been admitted for listing on the NASDAQ Stock Market.

Registration of the Shares. The Company shall file with the Commission, on or before the date that is twenty LOCK-UP. (20) days after the Closing Date or, in the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, thirty (30) days after the delivery of such securities to the Purchaser, a Registration Statement covering the resale to the public by Purchaser of the Shares or securities sold to the Purchaser pursuant to Section 5.8 hereof. (For purposes of this Article IV, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.a) The Company shall use commercially reasonable efforts to cause the Registration Statement covering the Shares to be declared effective received by the Commission by March 30, 2018 or, in Sellers as consideration for the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, within ninety (90) days after the delivery of such securities to the Purchaser. The Company Units shall cause such Registration Statement to remain effective not initially be registered under the Securities Act until all Shares covered of 1933, as amended (the "Securities Act"), and shall bear a legend to such effect in the form determined by such Registration Statement have been sold or may be sold without volume restrictions the Buyer. The Buyer hereby agrees to file a registration statement pursuant to Rule 144. The Company shall promptly notify Purchaser of the effectiveness of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission on Form S-3 until one or more Registration Statements Securities Act, covering the resale of all of the Shares (the "Registration Statement") by the Sellers and the employees of the Company receiving Shares upon the distribution contemplated by Section 1.1 hereof (each a "Selling Stockholder" and collectively, the "Selling Stockholders"), as soon as practicable but in no event later than 60 days from the date of this Agreement (the "Filing Date"). The Buyer will use its reasonable best efforts to cause such Registration Statement to be declared effective by the Securities Exchange Commission (the "SEC") as soon as practicable after such filing. The Buyer also agrees to use its reasonable best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) during the period from the date that the Registration Statement is declared effective by the SEC until the earlier of (i) the date on which the Selling Stockholders shall have been filed withsold all of the Shares and (ii) the date on which all of the Shares are eligible to be sold or transferred, and declared effective bywithout holding period or volume limitations, the Commission pursuant to Rule 144 promulgated under the terms Securities Act (the "Effective Period"). The Buyer agrees to provide to each Selling Stockholder the number of copies of the final prospectus and conditions of this Agreement.any amendments or supplements thereto as are