Common use of Registration Procedures and Other Matters Clause in Contracts

Registration Procedures and Other Matters. If and when the Company is required by the provisions of paragraphs (a) or (b) to register Purchased Shares, the Company shall use its reasonable best efforts to: (i) furnish to the Investor with respect to the Purchased Shares registered under any registration statement filed by the Company pursuant to Sections 3.2(a) or (b) hereof (a “Registration Statement”) such number of copies of the Registration Statement, prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Purchased Shares by the Investor; (ii) file documents required for compliance with blue sky laws in states specified in writing by the Investor and use its reasonable best efforts to maintain such blue sky qualifications during the period the Company is required to maintain the effectiveness of such Demand Registration Statement pursuant to Section 3.2(a) hereof; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (iii) bear all reasonable expenses in connection with the procedures in this Section 3.2 and the registration of the Purchased Shares pursuant to the Registration Statement; (iv) advise the Investor promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose; and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and (v) provide a “Plan of Distribution” section of the Registration Statement substantially in a form reasonably acceptable to the Investor (subject to the comments of the SEC).

Registration Procedures and Other Matters. If and when In connection with any Registration Statement under which Registrable Securities are included pursuant to Section 6.1, the Company is required by the provisions of paragraphs shall: (a) use its best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement in compliance with applicable laws, and the prospectus used in connection therewith (the “Prospectus”), as may be necessary to keep the Registration Statement current, effective and free from any material misstatement or omission to state a material fact for a period not exceeding (i) the second anniversary of the date of filing of the Registration Statement, or (ii) such time as all of the Registrable Securities have been sold; (b) to register Purchased Shares, the Company shall use its reasonable best efforts to: (i) furnish to the Investor with respect to the Purchased Shares registered under any each Holder participating in such registration statement filed by the Company pursuant to Sections 3.2(a) or (b) hereof (each, a “Registration StatementParticipating Holder”) such number of copies of the Registration Statement, prospectuses Prospectus and preliminary prospectuses Prospectus in conformity with the requirements of the Securities Act and such other documents as the Investor Holder may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Purchased Shares Registrable Securities by the InvestorHolder; (iic) file documents required of the Company for compliance with blue sky laws clearance in states specified in writing by the Investor Participating Holders and use its commercially reasonable best efforts to maintain such blue sky qualifications during the period the Company is required to maintain the effectiveness of such Demand the Registration Statement pursuant to Section 3.2(a) hereof6.2(a); provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (iiid) bear all reasonable expenses in connection with the procedures in this Section 3.2 6.2 and the registration of the Purchased Shares Registrable Securities pursuant to the Registration StatementStatement (other than underwriting discounts or commissions, brokers’ fees and similar selling expenses and any other fees or expenses incurred by a Holder, including attorneys’ fees); (ive) advise the Investor Participating Holders, promptly after it the Company shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose; and the Company shall promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest as promptly as possible moment if such stop order should be issued; and (vf) provide a “Plan of Distribution” section within one (1) business day following the effectiveness date of the Registration Statement substantially in a form reasonably acceptable Statement, give notice to the Investor Participating Holders of such effectiveness and, within two (2) business days following such effectiveness, use its commercially reasonable efforts to cause its counsel to issue an appropriate opinion or opinions to the transfer agent substantially to the effect that the Registrable Securities included under the Registration Statement are subject to the comments an effective registration statement and can be reissued free of the SEC)restrictive legend in accordance with provisions of Section 6.7.

Registration Procedures and Other Matters. If and when the Company is required by the provisions of paragraphs (a) or (b) to register Purchased SharesRegistrable Securities, the Company shall use its reasonable best efforts to: (i) furnish to the Investor Investors with respect to the Purchased Shares Registrable Securities registered under any registration statement filed by the Company pursuant to Sections 3.2(a3.9(a) or (b) hereof (a “"Registration Statement”") such number of copies of the Registration Statement, prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor Investors may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Purchased Shares Registrable Securities by the InvestorInvestors; (ii) file documents required for compliance with blue sky laws in states specified in writing by the any Investor and use its reasonable best efforts to maintain such blue sky qualifications during the period the Company is required to maintain the effectiveness of such Demand Registration Statement or Shelf Registration Statement, as appropriate, pursuant to Section 3.2(a3.9(a) hereof; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (iii) bear all reasonable expenses in connection with the procedures in this Section 3.2 3.9 and the registration of the Purchased Shares Registrable Securities pursuant to the Registration Statement; (iv) advise the Investor Investors, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose; and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and (v) provide a “"Plan of Distribution” " section of the Registration Statement substantially in a form reasonably acceptable to the Investor Investors (subject to the comments of the SEC).

Registration Procedures and Other Matters. If and when the The Company is required by the provisions of paragraphs (a) or (b) to register Purchased Shares, the Company shall use its reasonable best efforts toshall: (i) use its best efforts, subject to receipt of necessary information from the Purchaser after prompt request from the Company to the Purchaser to provide such information, to cause the Registration Statement to become effective within ninety (90) days after the Registration Statement is filed by the Company such efforts to include, without limiting the generality of the foregoing, preparing and filing with the SEC any financial statements that are required to be filed prior to the effectiveness of such Registration Statement; (ii) furnish to the Investor Purchaser with respect to the Purchased Shares Conversion Stock registered under any registration statement filed by the Company pursuant to Sections 3.2(a) or (b) hereof (a “Registration Statement”) Statement such number of copies of the Registration Statement, prospectuses Statement and preliminary prospectuses Prospectuses used in connection therewith in conformity with the requirements of the Securities Act and such other documents as the Investor Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Purchased Shares Conversion Stock by the Investor; (ii) file documents required for compliance with blue sky laws in states specified in writing by the Investor and use its reasonable best efforts to maintain such blue sky qualifications during the period the Company is required to maintain the effectiveness of such Demand Registration Statement pursuant to Section 3.2(a) hereofPurchaser; provided, however, that the obligation of the Company to deliver copies of Prospectuses to the Purchaser shall not be required subject to qualify to do business the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or consent to service blue sky laws as may be applicable in connection with any use of process in any jurisdiction in which it is not now so qualified or has not so consentedsuch Prospectuses; (iii) bear all reasonable expenses in connection with the procedures in paragraph (i) and (ii) of this Section 3.2 4(b) and the registration of the Purchased Shares Conversion Stock pursuant to the Registration Statement;; and (iv) advise the Investor Purchaser, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose; and it will promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and and Notwithstanding anything to the contrary herein, the Company shall only be obligated to register the Conversion Stock on the Registration Statement pursuant to Section 4(a). The Company understands that the Purchaser disclaims being an underwriter, but the Purchaser being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder; provided, however that if the Company receives notification from the SEC that the Purchaser is deemed an underwriter, then the period by which the Company is obligated to submit an acceleration request to the SEC shall be extended to the earlier of (vi) provide a “Plan of Distribution” section the 90th day after such SEC notification, or (ii) 120 days after the initial filing of the Registration Statement substantially in a form reasonably acceptable to the Investor (subject to the comments of with the SEC).

Registration Procedures and Other Matters. If and when the Company is required by the provisions of paragraphs (a) or (b) to register Purchased SharesRegistrable Securities, the Company shall use its reasonable best efforts to: (i) furnish to the Investor Investors with respect to the Purchased Shares Registrable Securities registered under any registration statement filed by the Company pursuant to Sections 3.2(a2(a) or (b) hereof (a “Registration Statement”) such number of copies of the Registration Statement, prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor Investors may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Purchased Shares Registrable Securities by the InvestorInvestors; (ii) file documents required for compliance with blue sky laws in states specified in writing by the any Investor and use its reasonable best efforts to maintain such blue sky qualifications during the period the Company is required to maintain the effectiveness of such Demand Registration Statement or Shelf Registration Statement, as appropriate, pursuant to Section 3.2(a2(a) hereof; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (iii) bear all reasonable expenses in connection with the procedures in this Section 3.2 2 and the registration of the Purchased Shares Registrable Securities pursuant to the Registration Statement; (iv) advise the Investor Investors promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose; and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and (v) provide a “Plan of Distribution” section of the Registration Statement substantially in a form reasonably acceptable to the Investor Investors (subject to the comments of the SEC).

Registration Procedures and Other Matters. If and when the Company is required by the provisions of paragraphs (a) Sections 5.1 or (b) 5.2 to register Purchased Shares, the Company shall use its reasonable best efforts to: (ia) furnish to the Investor with respect to the Purchased Shares registered under any registration statement filed by the Company pursuant to Sections 3.2(a) 5.1 or (b) 5.2 hereof (a “Registration Statement”Statement “) such number of copies of the Registration Statement, prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Purchased Shares by the Investor; (iib) file documents required for compliance with blue sky laws in states specified in writing by the Investor and use its reasonable best efforts to maintain such blue sky qualifications during the period the Company is required to maintain the effectiveness of such Demand Registration Statement pursuant to Section 3.2(a) 5.1 hereof; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (iiic) bear all reasonable expenses in connection with the procedures in this Section 3.2 5 and the registration of the Purchased Shares pursuant to the Registration Statement; (ivd) advise the Investor promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose; and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and (ve) provide a “Plan of Distribution” section of the Registration Statement substantially in a form reasonably acceptable to the Investor (subject to the comments of the SEC).