Common use of Registration Procedures Clause in Contracts

Registration Procedures. (a) If and whenever the Company is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2, the Company shall as promptly as practicable (in each case, to the extent applicable): (i) prepare and file with the Commission a registration statement to effect such registration, cause such registration statement to become effective at the earliest possible date permitted under the rules and regulations of the Commission, and thereafter use commercially reasonable efforts to cause such registration statement to remain effective pursuant to the terms of this Agreement; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness; (ii) prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or (i) in the case of a Demand Registration pursuant to Section 3.1, the expiration of 60 days after such registration statement becomes effective, or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effective; (iii) furnish to each Selling Holder and each underwriter, if any, of the securities being sold by such Selling Holder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents as such Selling Holder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; (iv) use commercially reasonable efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling Holder shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holder, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such jurisdiction; (v) use commercially reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition of such Registrable Securities; (vii) in connection with an Underwritten Offering, obtain for each Selling Holder and underwriter: (1) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events: (1) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ix) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any Selling Holder, promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (x) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement; (xi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to Selling Holders, as promptly as practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first day of the Company’s first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xii) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate; (xiii) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act. The Company may require each Selling Holder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statement. (b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6(a)(ix) and, if so directed by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.

Registration Procedures. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Article III that the Stockholders requesting inclusion in any Piggyback Registration or Demand Registration (a “Registration”) shall furnish to the Company such information regarding them, the Registrable Securities owned by them, the intended method of disposition of such Registrable Securities, and such agreements regarding indemnification, disposition of such securities and other matters referred to in and consistent with this Article III, as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company (such intended method of distribution may include a distribution to, and resale by, the partners of the holders of any Registrable Securities). With respect to any Registration which includes Registrable Securities owned by a Stockholder, the Company will, subject to Sections 3.01 and 3.02: (a) If and whenever the Company is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2, the Company shall as As promptly as practicable possible (in each casethe case of a Demand Registration, to the extent applicable): no more than (i) 45 days after the Company’s receipt of a Request Notice that is not for a Registration on Form S-3 or any successor or comparable form and (ii) 30 days after the Company’s receipt of a Request Notice that is for a Registration on Form S-3 or any successor or comparable form) prepare and file with the Commission a registration statement on the appropriate form prescribed by the Commission for such intended method of disposition, use its reasonable best efforts to effect such registration, cause such registration statement to become effective at the earliest possible date permitted under the rules and regulations of the Commission, and thereafter use commercially reasonable efforts to cause such registration statement to remain effective pursuant to the terms of this Agreementas soon as practicable thereafter; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further provided that before filing such a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to counsel representing the counsel selected by the holders of Stockholders selling Registrable Securities which are to be included in under such registration (“Selling Holders”) Registration copies of all such documents proposed to be filed, which documents will shall be subject to the review and reasonable comments of such counsel; provided, and further, that the Company shall not be obligated to maintain such review to be conducted with reasonable promptnessRegistration effective for a period longer than (x) 360 days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the “Effectiveness Period”); (iib) prepare Prepare and file with the Commission such amendments (including and post-effective amendments) and supplements amendments to such registration statement and the prospectus used in connection therewith and any Exchange Act reports documents required to be incorporated by reference therein as may be necessary to keep such the registration statement effective for a period of not less than the Effectiveness Period (but not prior to the expiration of the time period referred to in Section 3(3) of the 1933 Act and Rule 174 thereunder, if applicable); cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the 1933 Act and comply with the 1933 Act in a timely manner; and comply with the provisions of the Securities 1933 Act applicable to it with respect to the disposition of all securities Registrable Securities covered by such registration statement until during the earlier of such time as all of such securities have been disposed of applicable period in accordance with the intended method or methods of disposition by the seller or sellers thereof set forth in such registration statement or (i) in supplement to the case of a Demand Registration pursuant to Section 3.1, the expiration of 60 days after such registration statement becomes effective, or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effectiveprospectus; (iiic) furnish Promptly incorporate in a prospectus supplement or post-effective amendment such information as the underwriter(s) or the Majority Stockholder reasonably requests to be included therein relating to the plan of distribution with respect to such Registrable Securities; and make all required filings of such prospectus supplements or post-effective amendments as soon as practical after being notified of the matters to be incorporated in such supplement or amendment; (d) Furnish to such Stockholder, without charge, such number of conformed copies of the registration statement and any post-effective amendment thereto as such Stockholder may reasonably request, and such number of copies of the prospectus (including each Selling Holder preliminary prospectus) and each underwriterany amendments or supplements thereto, and any documents incorporated by reference therein, as such Stockholder or underwriter or underwriters, if any, may request in order to facilitate the disposition of the securities being sold by such Selling Holder Stockholder (it being understood that the Company consents to the use of the prospectus and any amendment or supplement thereto by such number of conformed copies of such Stockholder covered by the registration statement and of each amendment the underwriter or underwriters, if any, in connection with the offering and supplement thereto (in each case including all exhibits), such number of copies sale of the securities covered by the prospectus contained or any amendments or supplements thereto); (e) Notify such Stockholder, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, when the Company becomes aware of the happening of any event as a result of which the prospectus included in such registration statement (including each as then in effect) contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity light of the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and file with the requirements Commission and furnish a supplement or amendment to such prospectus so that, as thereafter delivered to the investors of such securities, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the Securities Actcircumstances under which they were made, and any Issuer Free Writing Prospectus and such other documents as such Selling Holder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellernot misleading; (ivf) use commercially reasonable efforts Make generally available to register or qualify such its security holders an earnings statement, which need not be audited, satisfying the provisions of Section 11(a) of the 1933 Act as soon as reasonably practicable after the end of the 12-month period beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the registration statement, which statement shall cover said 12-month period; (g) After the filing of a registration statement, (i) notify each Stockholder holding Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling Holder shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holder, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such jurisdiction; (v) use commercially reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition of such Registrable Securities; (vii) in connection with an Underwritten Offering, obtain for each Selling Holder and underwriter: (1) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events: (1) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance by the Commission of any stop order suspending issued or, to the effectiveness Company’s knowledge, threatened by the Commission and of the registration statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; jurisdiction, (ixii) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any Selling Holder, promptly prepare and furnish to such seller a use its reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (x) make every reasonable effort best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement or the qualification of any Registrable Securities at the earliest possible moment, and (iii) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s Representatives to supply all such information reasonably requested by any such seller, underwriter, attorney, accountant, or agent in connection with such registration statement; (xih) otherwise use commercially reasonable efforts In connection with the preparation and filing of each Registration, give each holder of Registrable Securities included in such Registration, the underwriter(s) and their respective counsel, accountants and other Representatives and agents the opportunity to comply participate in the preparation of each registration statement, each prospectus included therein or filed with all applicable rules and regulations of the Commission, and make available each amendment thereof or supplement thereto and comparable statements under the securities or blue sky laws of any jurisdiction and give each of the foregoing Persons access to Selling Holdersthe books and records, as promptly as practicable, an earnings statement covering pertinent corporate and business documents and properties of the period Company and its subsidiaries and such opportunities to discuss the business and affairs of at least 12 months, but not more than 18 months, beginning the Company and its subsidiaries with the first day of respective Representatives and the independent public accountants who have certified the Company’s first full quarter after the effective date of consolidated financial statements, and supply all other information and respond to all other inquiries requested by such registration statementholders, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xii) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable lawunderwriter(s), if counsel, accountants and other Representatives and agents as shall be necessary or appropriate, representing securities sold under in the opinion of such holders or underwriter(s), to conduct a reasonable investigation within the meaning of the 1933 Act, and the Company shall not file any registration statement, and enable statement or amendment thereto or any prospectus or supplement thereto to which such securities to be in such denominations and registered in such names as the managing underwriter holder or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriateunderwriter(s) shall object; (xiiii) have appropriate officers of the Company prepare and make presentations at any Cause its employees to participate in “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its reasonable best efforts to cooperate other presentations as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securitiesconnection with such Registration; (xivj) if requested by any Selling Holders or any underwriter, Deliver promptly incorporate in to counsel representing the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, Stockholders selling Registrable Securities under such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act. The Company may require each Selling Holder Registration and each underwriter, if any, to furnish the Company participating in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statement. (b) Without limiting any of the foregoing, in the event that the offering of the Registrable Securities, copies of all correspondence between the Commission and the Company, its counsel or auditors, and all memoranda relating to discussions with the Commission or its staff with respect to such Registration; and (k) On or prior to the date on which the registration statement is declared effective, use its reasonable best efforts to (i) register or qualify, and cooperate with such underwriter or underwriters, if any, and their counsel in connection with the registration or qualification of, the securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as the managing underwriter or underwriters, if any, requests in writing, to use its reasonable best efforts to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the Effectiveness Period and do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject, (ii) obtain a “comfort” letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters, which letter shall be made by or through an underwriteraddressed to the underwriters, and the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect use its reasonable best efforts to offerings of common stock for the account of, or on behalf of, cause such issuers. In connection with any offering of Registrable Securities registered pursuant comfort letter to this Agreement, the Company shall furnish also be addressed to the underwriter, if any (or, if no underwriter, the sellers holders of such Registrable Securities), unlegended certificates representing ownership (iii) obtain an opinion from the Company’s outside counsel in customary form and covering such matters of the type customarily covered by such opinions, which opinion shall be addressed to the underwriters and the holders of such Registrable Securities, and (iv) enter into and perform its obligations under such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities included in the Request Notice, in the case of a Demand Registration, or the holders of a majority of the Registrable Securities being sold (unlessor the underwriters, if any, in the Company’s sole discretioncase of a Piggyback Registration, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form(including effecting a stock split, combination of shares, recapitalization, or reorganization). The Stockholders, in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in subsection (e) of this Section 3.6(a)(ix)3.03, such Selling Holder shall will forthwith discontinue such Selling Holder’s disposition of the Registrable Securities pursuant to until the applicable registration statement and prospectus relating thereto until such Selling Holder’s Stockholders’ receipt of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 3.6(a)(ix) 3.03 or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, deliver each Stockholder will, or will request the managing underwriter or underwriters, if any, to, deliver, to the Company, Company (at the Company’s sole expense, ) all copies, other than permanent file copies, copies then in such Selling HolderStockholder’s possession possession, of the prospectus covering such securities current at the time of receipt of such notice relating notice. No holder of Registrable Securities shall be required to make any representations or warranties to or agreements with the Company, other than representations and warranties regarding such holder, such holder’s ownership of and title to the Registrable Securities to be sold in such offering, and its intended method of distribution and any liability of any such holder under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties therein and shall be limited to an amount equal to the net amount received by such holder from the sale of Registrable Securities pursuant to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commissionstatement.

Registration Procedures. (a) If and whenever the Company is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities 1933 Act as provided in Sections 3.1 and 3.2Section 2.2 and, as applicable, 2.3, the Company shall shall, as promptly expeditiously as practicable (in each case, to the extent applicable):possible: (i) prepare and file with the Commission a registration statement SEC the Registration Statement, or amendments thereto, to effect such registration, cause registration (including such registration statement to become effective at audited financial statements as may be required by the earliest possible date permitted under 1933 Act or the rules and regulations of the Commission, promulgated thereunder) and thereafter use its commercially reasonable best efforts to cause such registration statement to remain be declared effective by the SEC, as soon as practicable, but in any event no later than the Required Effectiveness Date (with respect to a registration pursuant to the terms of this AgreementSection 2.2); provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) registration, copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness; (ii) with respect to any registration statement pursuant to Section 2.2 or Section 2.3, prepare and file with the Commission SEC such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities 1933 Act with respect to the disposition of all securities Registrable Securities covered by such registration statement until the earlier to occur of thirty six (36) months after the date of this Agreement (subject to the right of the Company to suspend the effectiveness thereof for not more than 15 consecutive Trading Days or an aggregate of 20 Trading Days during each year (each a "Black-Out Period")) or such time as all of such the securities have been disposed which are the subject of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or cease to be Registrable Securities (i) such period, in the case of a Demand Registration pursuant to Section 3.1each case, the expiration of 60 days after such registration statement becomes effective, or "Registration Maintenance Period"). The Company must notify the Investor within twenty four (ii24) in the case of a Piggyback Registration pursuant hours prior to Section 3.2, the expiration of 60 days after such registration statement becomes effectiveany Black-Out Period; (iii) furnish to each Selling Holder and each underwriter, if any, holder of the securities being sold Registrable Securities covered by such Selling Holder registration statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities 1933 Act, in conformity with the requirements of the Securities 1933 Act, and any Issuer Free Writing Prospectus and such other documents documents, as such Selling Holder holder of Registrable Securities and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerholder of Registrable Securities; (iv) use its commercially reasonable best efforts to register or qualify such all Registrable Securities and other securities covered by such registration statement under such other U.S. federal or state securities laws or U.S. state blue sky laws of such jurisdictions as any Selling Holder and any underwriter U.S. holder of the securities being sold by such Selling Holder Registrable Securities thereof shall reasonably request, to keep such registrations or qualifications in effect for so long as such registration statement remains in effect, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter holder of Registrable Securities to consummate the disposition in such jurisdictions of the Registrable Securities securities owned by such Selling Holderholder of Registrable Securities, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause subdivision (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction qualified or to file a general consent to general service of process in any such jurisdiction; (v) use its commercially reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) U.S. holder of Registrable Securities thereof to consummate the disposition of such Registrable Securities; (viivi) in connection with an Underwritten Offeringfurnish to each holder of Registrable Securities a signed counterpart, obtain for each Selling Holder addressed to such holder of Registrable Securities, and underwriter: (1) the underwriters, if any, of an opinion of counsel for the Company, covering dated the matters customarily covered effective date of such registration statement (or, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), such opinion to be in opinions requested in underwritten offerings and such other matters the form filed as may be reasonably requested by such Selling Holder and underwritersExhibit 5 to the registration statement, and (2vii) a “comfort” letter (or, notify the Investor and its counsel promptly and confirm such advice in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) writing promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following eventsknowledge thereof: (1a) when the filing of the registration statementRegistration Statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus thereto or post-effective amendment to the registration statement Registration Statement has been filed, and, with respect to the registration statement Registration Statement or any post-effective amendment thereto, when the same has become effective; (2b) of any request by the Commission SEC for amendments or supplements to the registration statement Registration Statement or the prospectus or for additional information; (3c) of the issuance by the Commission SEC of any stop order suspending the effectiveness of the registration statement Registration Statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5d) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ixviii) notify each Selling Holderholder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact facts required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing, and, and at the request of any Selling Holder, such holder of Registrable Securities promptly prepare and furnish to such seller holder of Registrable Securities a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing; (xix) make every use its commercially reasonable effort best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statementthe Registration Statement at the earliest possible moment; (xix) otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and make available to Selling Holdersits security holders, as promptly soon as reasonably practicable, an earnings statement covering the period of at least 12 twelve months, but not more than 18 eighteen months, beginning with the first day of the Company’s first full quarter calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities 1933 Act and Rule 158 thereunder; (xi) enter into such agreements and take such other actions as the Investor shall reasonably request in writing (at the expense of the requesting or benefiting Investor) in order to expedite or facilitate the disposition of such Registrable Securities; and (xii) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate; (xiii) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its commercially reasonable best efforts to cooperate as reasonably requested list all Registrable Securities covered by the Selling Holders and the underwriters in the offering, marketing or selling such registration statement on any securities exchange on which any of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange ActSecurities are then listed. The Company may require each Selling Holder and each underwriter, if any, holder of Registrable Securities as to which any registration is being effected to furnish the Company in writing such information regarding each Selling Holder or underwriter such holder of Registrable Securities and the distribution of such Registrable Securities securities as the Company may from time to time reasonably request to complete or amend in writing, including (a) furnish the information required as to any shares of Common Stock or other securities of the Company owned by the holder, the holder's proposed plan of distribution, any relationship between the holder and the Company and any other information which the Company reasonably requests in connection with the preparation of the registration statement and update such registration statement.information immediately upon the occurrence of any events or condition which make the information concerning the Seller inaccurate in any material respect; (b) Without limiting not sell any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement except in the manner set forth in the Registration Statement; (c) comply with the prospectus delivery requirements and prospectus relating thereto until such Selling Holder’s receipt the provisions of Regulation M of the copies of SEC pursuant to the supplemented 1933 Act to the extent that such regulation is applicable to the holder; (d) not sell or amended prospectus contemplated by Section 3.6(a)(ix) and, otherwise transfer or distribute any Registrable Securities if so directed by the holder possesses any material nonpublic information concerning the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.

Registration Procedures. (a) If and whenever the Company is required under an obligation pursuant to the provisions of this Agreement to use commercially its reasonable best efforts to effect the registration of any Registrable Securities, the Company shall, as expeditiously as practicable: (a) in the case of Registrable Securities, use its reasonable best efforts to cause a Registration Statement that registers such Registrable Securities under to become and remain effective for a period of 180 days or, if earlier, until all of such Registrable Securities covered thereby have been disposed of; provided, that, in the case of any registration of Registrable Securities on a Shelf Registration Statement which are intended to be offered on a continuous or delayed basis, such 180-day period shall be extended, if necessary, to keep the registration statement continuously effective, supplemented and amended to the extent necessary to ensure that it is available for sales of such Registrable Securities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act as provided in Sections 3.1 and 3.2the policies, the Company shall as promptly as practicable (in each case, to the extent applicable): (i) prepare and file with the Commission a registration statement to effect such registration, cause such registration statement to become effective at the earliest possible date permitted under the rules and regulations of the CommissionCommission as announced from time to time, and thereafter use commercially reasonable efforts to cause such registration statement to remain effective pursuant to the terms of this Agreement; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness; (ii) prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as when (i) the Holders have sold all of such securities Registrable Securities, (ii) all of such Registrable Securities have been disposed of in accordance with become eligible for immediate sale pursuant to Rule 144 under the intended methods of disposition Securities Act by the seller or sellers Holder thereof set forth in without restriction by the manner of sale, volume and other limitations under such registration statement or rule and (iiii) in the case of an Automatic Shelf Registration Statement, such Automatic Shelf Registration Statement has been effective for three years (provided that the Company’s obligations under this Section 4.1(a) shall be renewed with respect to such Registrable Securities upon the filing of a Demand new Automatic Shelf Registration Statement pursuant to Section 3.1, the expiration of 60 days after such registration statement becomes effective, or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effective2.2(e)); (iiib) furnish to each Selling Investor, at least five (5) Business Days before filing a Registration Statement, or such shorter period as reasonably practical, copies of such Registration Statement or any amendments or supplements thereto, which documents shall be subject to the review, comment and approval by one lead counsel (and any reasonably necessary local counsel) selected by the Holders who beneficially own a majority of such Registrable Securities, which counsel (who may also be counsel to the Company), in each case, shall be subject to the reasonable approval of each Demand Holder whose Registrable Securities are included in such registration, and who shall represent all Selling Investors as a group (the “Selling Investors’ Counsel”) (it being understood that such five (5) Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Selling Investors’ Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances); (c) furnish to each Selling Investor and each underwriter, if any, of the securities being sold by such Selling Holder such number of conformed copies of such final conformed versions of the applicable registration statement and of each amendment and supplement thereto (in each case including all exhibitsexhibits and any documents incorporated by reference) reasonably requested by such Selling Investor or underwriter in writing; (d) in the case of Registrable Securities, prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the applicable prospectus or prospectus supplement, including any free writing prospectus as defined in Rule 405 under the Securities Act, used in connection therewith as may be (i) reasonably requested by any Holder (to the extent such request relates to information relating to such Holder), or (ii) necessary to keep such Registration Statement effective for at least the period specified in Section 4.1(a) and to comply with the provisions of this Agreement and the Securities Act with respect to the sale or other disposition of such Registrable Securities, and furnish to each Selling Investor and to the managing underwriter(s), if any, within a reasonable period of time prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus; provided, however, that, with respect to each free writing prospectus or other materials to be delivered to purchasers at the time of sale of the Registrable Securities, the Company shall (i) ensure that no Registrable Securities are sold “by means of” (as defined in Rule 159A(b) under the Securities Act) such free writing prospectus or other materials without the prior written consent of the sellers of the Registrable Securities, which free writing prospectus or other materials shall be subject to the review of counsel to such sellers and (ii) make all required filings of all free writing prospectuses or other materials with the Commission as are required; (e) notify in writing each Holder promptly (i) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such Registration Statement or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes and, in any such case as promptly as reasonably practicable thereafter, prepare and file an amendment or supplement to such registration statement or prospectus which will correct such statement or omission or effect such compliance; (f) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Holders reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holders to consummate their disposition in such jurisdictions; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 4.1(f); (g) furnish to each Selling Investor such number of copies of the a summary prospectus contained in such registration statement (or other prospectus, including each a preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents as such Selling Holder and underwriter, if any, Investors or any underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerwriting; (ivh) use commercially reasonable efforts to register or qualify notify on a timely basis each Holder of such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling Holder shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holder, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such jurisdiction; (v) use commercially reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition of such Registrable Securities; (vii) in connection with an Underwritten Offering, obtain for each Selling Holder and underwriter: (1) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events: (1) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ix) notify each Selling Holder, at any time when a prospectus relating thereto to such Registrable Securities is required to be delivered under the Securities Act, upon discovery that, or upon of the happening of any event as a result of which, which the prospectus included in such registration statementRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in light of the circumstances then existing and, at the request of any Selling such Holder, promptly as soon as practicable prepare and furnish to such seller Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offeree of such Registrable Securitiessecurities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances then existing; (xi) make every available for inspection by the Selling Investors, the Selling Investors’ Counsel or any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such Selling Investor or underwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) requested by any such Inspector in connection with such Registration Statement and request that the independent public accountants who have certified the Company’s financial statements make themselves available, at reasonable effort times and for reasonable periods, to obtain discuss the withdrawal business of any order suspending the effectiveness Company. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such registration statementInformation is necessary to avoid or correct a misstatement or omission in the Registration Statement, (ii) the release of such Information is requested or required pursuant to a subpoena, order from a court of competent jurisdiction or other interrogatory by a governmental entity or similar process; (iii) such Information has been made generally available to the public; or (iv) such information is or becomes available to such Inspector on a non-confidential basis other than through the breach of an obligation of confidentiality (contractual or otherwise). The Holder(s) of Registrable Securities agree that they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction or by another governmental entity, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential; (xij) otherwise use commercially reasonable efforts in the case of an Underwritten Offering, deliver to comply with all applicable rules the underwriters of such Underwritten Offering a “comfort” letter in customary form and regulations at customary times and covering matters of the Commission, and make available to Selling Holders, as promptly as practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first day of the Company’s first full quarter after the effective date of type customarily covered by such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereundercomfort letters from its independent certified public accountants; (xiik) cooperate with in the sellers and the managing underwriter to facilitate the timely preparation and delivery case of certificates (which shall not bear any restrictive legends unless required under applicable law)an Underwritten Offering, if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available deliver to the Company’s transfer agent prior to the effectiveness underwriters of such registration statement Underwritten Offering a supply written and signed legal opinion or opinions in customary form from its outside or in-house legal counsel dated the closing date of such certificates as necessary or appropriatethe Underwritten Offering; (xiiil) have appropriate officers provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Securities and deliver to such transfer agent and registrar such customary forms, legal opinions from its outside or in-house legal counsel, agreements and other documentation as such transfer agent and/or registrar so request; (m) issue to any underwriter to which any Selling Investors may sell Registrable Securities in such offering certificates evidencing such Registrable Securities; (n) upon the request of any Holder of the Company prepare and make presentations at Registrable Securities included in such registration, use reasonable best efforts to cause such Registrable Securities to be listed on any “road shows” and before analysts and rating agenciesnational securities exchange on which any Shares are listed or, as if the case may beShares are not listed on a national securities exchange, and otherwise use its reasonable best efforts to cooperate qualify such Registrable Securities for inclusion on such national securities exchange as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable SecuritiesCompany shall designate; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvio) otherwise use commercially its reasonable best efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under make available to its security holders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the rules and regulations effective date of the Exchange Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act. The Company may require each Selling Holder ; (p) notify the Holders and each underwriterthe lead underwriter or underwriters, if any, to furnish and (if requested) confirm such advice in writing, as promptly as reasonably practicable after notice thereof is received by the Company in writing such information regarding each Selling Holder when the applicable registration statement or underwriter any amendment thereto has been filed or becomes effective and when the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete applicable prospectus or amend the information required by such registration statement.any amendment or supplement thereto has been filed; (bq) Without limiting any of use its reasonable best efforts to prevent the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account entry of, or on behalf and use its reasonable best efforts to obtain as promptly as reasonably practicable the withdrawal of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement or other order suspending the use of any preliminary or final prospectus; (r) promptly incorporate in a prospectus supplement or post-effective amendment to the applicable registration statement such information as the lead underwriter or underwriters, if any, and the Holders holding a majority of each class of Registrable Securities being sold agree (with respect to the relevant class) should be included therein relating to the plan of distribution with respect to such class of Registrable Securities; and make all required filings of such prospectus relating thereto until such Selling Holder’s receipt supplement or post-effective amendment as promptly as reasonably practicable after being notified of the copies matters to be incorporated in such prospectus supplement or post-effective amendment; (s) cooperate with each Holder and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA; (t) provide a CUSIP number or numbers for all such shares, in each case not later than the effective date of the supplemented applicable registration statement; (u) to the extent reasonably requested by the lead or amended prospectus contemplated managing underwriters in connection with an Underwritten Offering (including an Underwritten Offering pursuant to Section 2.1 or Section 2.2), send appropriate officers of the Company to attend any “road shows” scheduled in connection with any such Underwritten Offering, with all out of pocket costs and expenses incurred by Section 3.6(a)(ix) and, if so directed the Company or such officers in connection with such attendance to be paid by the Company; (v) enter into such agreements (including an underwriting agreement in customary form) and take such other actions as the Selling Investor or Selling Investors, deliver to as the Companycase may be, owning at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession least a majority of the prospectus current at Registrable Securities covered by any applicable registration statement shall reasonably request in order to expedite or facilitate the time disposition of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) including customary indemnification and contribution to the date when effect and to the extent provided in Article V hereof; and (w) subject to all the other provisions of this Agreement, use its reasonable best efforts to take all other steps necessary to effect the registration, marketing and sale of such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the CommissionRegistrable Securities contemplated hereby.

Registration Procedures. (a) If and whenever the Company is required to use commercially reasonable efforts to effect the registration of Whenever a Shareholder has requested that any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2be registered pursuant to this Agreement, the Company shall promptly take all such actions as promptly may be necessary or desirable to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall as practicable (in each case, to the extent applicable):expeditiously as possible: (ia) with respect to a request to file a Registration Statement covering Registrable Securities made pursuant to Article 3, use its reasonable best efforts to prepare and file with the Commission SEC not later than sixty (60) days after receipt of the relevant Demand Request (which sixty (60) day period may be extended by the Company for up to an additional sixty (60) days if at the time of such request the Company is engaged in negotiations in anticipation of its participation in a registration statement material merger, acquisition or other form of business combination or, if by reason of such transaction, the Company is not in a position to effect such registrationtimely prepare and file the Registration Statement and the Company furnishes to each Shareholder participating, cause or electing to participate, in such registration statement to become effective at of Registrable Securities (the earliest possible date permitted under "PARTICIPATING SHAREHOLDER") a certificate signed by the rules and regulations president or a vice president of the CommissionCompany stating that in the good faith opinion of the board of directors of the Company such registration would interfere with such transaction then being pursued by the Company) a Registration Statement on a form for which the Company then qualifies which is satisfactory to the Company and the Participating Shareholders (unless the offering is made on an underwritten basis, including on a best efforts underwriting basis, in which event the managing underwriter or underwriters may determine the form to be used) and which form shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution thereof, and thereafter use commercially its reasonable best efforts to cause such registration statement Registration Statement to remain effective become effective; the Company shall not file any Registration Statement pursuant to Article 3 or any amendment thereto or any Prospectus or any supplement thereto (including such documents incorporated by reference) to which the terms of this Agreement; providedParticipating Shareholders or the underwriters, howeverif any, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date shall reasonably object in light of the registration statement relating thereto; provided, further that requirements of the Securities Act or any other applicable laws or regulations; (b) before filing such registration statement a Registration Statement or Prospectus or any amendments theretoor supplements thereto (excluding documents to be incorporated by reference therein, except in the case of the preparation of the initial Registration Statement), the Company will shall, at least five (5) days before filing, furnish to each Participating Shareholder and the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) underwriters, if any, copies of all such documents in substantially the form proposed to be filedfiled (including documents incorporated therein by reference), which to enable such Participating Shareholders and the underwriters, if any, to review such documents will be subject prior to the review of such counselfiling thereof, and the Company shall make such review to reasonable changes thereto (including changes to, or the filing of amendments reflecting such changes to, documents incorporated by reference) as may be conducted with reasonable promptnessreasonably requested by such Participating Shareholders and the managing underwriter or underwriters, if any; (iic) subject to paragraph (b) above, prepare and file with the Commission SEC such amendments (including and post-effective amendments) and supplements amendments to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein Registration Statement as may be necessary to keep such registration statement the Registration Statement continuously effective for a period of not less than ninety (90) days; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until Registration Statement during the earlier of such time as all of such securities have been disposed of applicable period in accordance with the intended methods of disposition by the seller or sellers thereof Participating Shareholders set forth in such registration statement Registration Statement or (i) in supplement to the case of a Demand Registration pursuant to Section 3.1, the expiration of 60 days after such registration statement becomes effective, or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effectiveProspectus; (iiid) furnish to each Selling Holder and each underwriter, if any, of notify the securities being sold by such Selling Holder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents as such Selling Holder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; (iv) use commercially reasonable efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling Holder shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holder, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such jurisdiction; (v) use commercially reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition of such Registrable Securities; (vii) in connection with an Underwritten Offering, obtain for each Selling Holder and underwriter: (1) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder Participating Shareholders and the managing underwriters, if any, of promptly, and (if requested by any such Person) confirm such advice in writing, (i) when the following events: (1) the filing of the registration statement, the prospectus Prospectus or any prospectus Prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement has been filed, and, with respect to the registration statement Registration Statement or any post-effective amendment theretoamendment, when the same has become effective; , (2ii) of any request by the Commission SEC for amendments or supplements to the registration statement Registration Statement or the prospectus Prospectus or for additional information; , (3iii) of the issuance by the Commission SEC of any stop order suspending the effectiveness of the registration statement Registration Statement or the initiation of any proceedings by any Person for that purpose; , (4iv) when if at any Issuer Free Writing Prospectus includes information that may conflict with time any of the information contained in representations or warranties of the registration statement; and Company contemplated by paragraph (5o) below cease to be true and correct, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of any the Registrable Securities for sale under the securities or blue sky laws of in any jurisdiction or the initiation or threat threatening of any proceeding for such purpose; , and (ixvi) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under of the Securities Act, upon discovery that, or upon the happening occurrence of any event as a result of whichwhich makes any statement made in the Registration Statement, the prospectus included in such registration statement, as then in effect, includes an Prospectus or any document incorporated therein by reference untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make which requires the statements therein not misleading, and, at the request making of any Selling Holderchanges in the Registration Statement, promptly prepare and furnish to such seller a reasonable number of copies of a supplement to the Prospectus or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated any document incorporated therein or necessary by reference in order to make the statements therein not misleading; (xe) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of such registration statementthe Registration Statement at the earliest possible moment; (xif) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to Selling Holders, as promptly as practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning practicable after filing with the first day SEC of any document which is incorporated by reference into the Registration Statement or the Prospectus (after initial filing of the Company’s first full quarter after the effective date Registration Statement), provide copies of such registration statement, which earnings statement shall satisfy document to counsel to the provisions of Section 11(a) of Participating Shareholders and to the Securities Act and Rule 158 thereundermanaging underwriters; (xiig) provide to the Participating Shareholders and each managing underwriter, without charge, at least one signed copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference) and a reasonable number of conformed copies of all such documents; (h) deliver to the Participating Shareholders and the underwriters, if any, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons may reasonably request; the Company consents to the use of the Prospectus or any amendment or supplement thereto by the Participating Shareholders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto; (i) prior to the date on which the Registration Statement is declared effective, use its reasonable best efforts to register or qualify, or cooperate with the Participating Shareholders and the underwriters, if any, and their respective counsel in connection with the registration or qualification of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as any seller or underwriter reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or taxes in any such jurisdiction where it is not then so subject; provided, further, that the Company will not be required to qualify such Registrable Securities in any jurisdiction in which the securities regulatory authority requires that the Participating Shareholders submit any shares of its Registrable Securities to the terms, provisions and restrictions of any escrow, lock-up or similar agreement(s) for consent to sell Registrable Securities in such jurisdiction unless the Participating Shareholders agrees to do so; (j) cooperate with the sellers Participating Shareholders and the managing underwriter underwriters, if any, to facilitate the timely preparation and delivery of certificates (which shall representing Registrable Securities to be sold and not bear bearing any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, legends; and enable such securities Registrable Securities to be in such denominations and registered in such names as the managing underwriter or such sellers underwriters may request and keep available and make available at least two (2) Business Days prior to any sale of Registrable Securities to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriateunderwriters; (xiiik) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its reasonable best efforts to cooperate as reasonably requested cause the Registrable Securities covered by the Selling Holders and Registration Statement to be registered with or approved by such other governmental agencies or authorities within the underwriters in United States as may be necessary to enable the offeringseller or sellers thereof or the underwriters, marketing or selling if any, to consummate the disposition of the such Registrable Securities; (xivl) if requested upon the occurrence of any event contemplated by any Selling Holders or any underwriterparagraph (d)(vi) above, promptly incorporate in the registration statement or any prospectus, pursuant to prepare a supplement or post-effective amendment Amendment to the Registration Statement or the Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (m) use its reasonable best efforts to cause all Registrable Securities covered by the Registration Statement to be listed on the Nasdaq National Market and each other exchange on which similar securities issued by the Company are then listed if necessaryrequested by Shareholder or the managing underwriters, if any; (n) provide a transfer agent and registrar for all Registrable Securities; (o) enter into such information agreements (including an underwriting agreement) and take all such other actions in connection therewith as such Selling Holders may Participating Shareholders or the managing underwriters, if any, reasonably request in order to have included thereinexpedite or facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration (i) make such representations and warranties to the Participating Shareholders and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings (including, without limitation, information an agreement to not sell equity securities during a customary lock-up period) and confirm the accuracy of the same if and when requested, and matters relating to the “Plan of Distribution” compliance of the Registrable SecuritiesRegistration Statement and the Prospectus with the Securities Act; (ii) obtain opinions of counsel to the Company, and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters) addressed to Participating Shareholders and the underwriters, if any, covering the matters customary in underwritten primary offerings and such other matters as may be reasonably requested by the Participating Shareholders and underwriters, if any; (iii) obtain "comfort" letters and updates thereof from the Company's independent certified public accountants, subject to such accountants' customary procedures, addressed to the Participating Shareholders and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "comfort" letters by underwriters in connection with primary underwritten offerings; (iv) if an underwriting agreement is entered into, the same shall set forth in full the indemnification provisions and procedures of Article 7 with respect to all parties to be indemnified pursuant to said Section; and (v) the Company shall deliver such documents and certificates as may be requested by the Participating Shareholders and the managing underwriters, if any, to evidence compliance with clause (i) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder; (xvp) cooperate and assist make available for inspection during normal business hours by the Participating Shareholders, any underwriter participating in any filings required disposition pursuant to be made with such registration statement, and any attorney, accountant or other agent retained by the Financial Industry Regulatory AuthorityParticipating Shareholders or any such underwriter, Inc. (“FINRA”) all financial and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules other records, pertinent corporate documents and regulations properties of the FINRACompany, and cause the Company's officers, directors and employees to supply all information reasonably requested by the Participating Shareholders or any such underwriter, attorney, accountant or agent in connection with such registration statement; andprovided that any records, information or documents that are designated by the Company in writing as confidential shall be kept confidential by such Persons; (xviq) otherwise use commercially its reasonable best efforts to comply with all applicable rules and regulations of the Commission SEC, and all reporting requirements under make generally available to its security holders, earnings statements satisfying the rules and regulations provisions of Section 11(a) of the Exchange Securities Act, no later than forty-five (45) days after the end of any twelve (12)-month period (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm or best efforts underwriting offering, and (ii) beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement, which statements shall cover said twelve (12)-month periods; and (r) take such other reasonable steps that are necessary or advisable to permit the sale of such Registrable Securities. The Company may require each Selling Holder and each underwriter, if any, the Participating Shareholders to furnish to the Company in writing such information and documents regarding each Selling Holder or underwriter the Participating Shareholders and the distribution of such the Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statement. (b) Without limiting any of the foregoingin writing. Each Shareholder agrees that, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix)5(d)(vi) hereof, such Selling Holder shall Shareholder will forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s Shareholder's receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.6(a)(ix5(l), or until it is advised in writing (the "ADVICE") by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by the Company, each Participating Shareholder will, or will request the underwriters to, deliver to the Company, Company (at the Company’s 's expense, ) all copies, other than permanent file copies, copies then in such Selling Holder’s possession Shareholder's possession, of the prospectus Prospectus covering such Registrable Securities current at the time of receipt of such notice relating to such Registrable Securitiesnotice. In the event If the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement the time periods mentioned in Section 5(c) hereof shall be extended by the number of days during the period from and including the date of the giving of a such notice regarding the happening of an event of the kind described in pursuant to Section 3.6(a)(ix5(d)(vi) to and including the date when all such Selling Holders Participating Shareholder shall receive such a have received the copies of the supplemented or amended prospectus and such prospectus shall have been filed with contemplated by Section 5(l) or the CommissionAdvice.

Registration Procedures. (a) If and whenever the Company is required to use commercially reasonable efforts by the provisions of Section 1 or 2 to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2Act, the Company shall will, at its expense, as promptly expeditiously as practicable (in each case, to the extent applicable):possible: (i) prepare and and, in any event within 45 days after a request for registration has been given to the Company, file with the Commission a registration statement Registration Statement with respect to effect such registration, cause such registration statement to become effective at the earliest possible date permitted under the rules Registrable Securities and regulations of the Commission, and thereafter use commercially reasonable its best efforts to cause such registration statement Registration Statement to remain effective pursuant to the terms of this Agreementbecome effective; provided, however, PROVIDED that the Company may withdraw or discontinue any registration of its securities which are not Registrable Securities is being effected pursuant to Section 2 at any time prior to the effective date of the registration statement relating theretoRegistration Statement; (ii) prepare and file with the Commission such amendments and supplements to any Registration Statement referred to in clause (i) of this Section 3 and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and updated until such time as all of the Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holder or Holders set forth in such Registration Statement and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the Holder or Holders thereof set forth in such Registration Statement; provided, further PROVIDED that before filing such registration statement a Registration Statement or prospectus, or any amendments or supplements thereto, the Company will furnish furnish, at the Company's expense, to the one counsel selected jointly by the holders Holders holding a majority of the Registrable Securities covered by such Registration Statement to represent all Holder's of Registrable Securities which are to be included in covered by such registration (“Selling Holders”) Registration Statement, copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness; (ii) prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or (i) in the case of a Demand Registration pursuant to Section 3.1, the expiration of 60 days after such registration statement becomes effective, or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effective; (iii) furnish to each Selling Holder and each underwriter, if any, of the securities being sold by such Selling Holder Registrable Securities: (a) such number of conformed copies of such registration statement any Registration Statement referred to in clause (i) of this Section 3 and of each amendment and supplement thereto (in each case including all exhibits), ; (b) such number of copies of the prospectus contained included in such registration statement Registration Statement (including each preliminary prospectus and any summary prospectus) ), and any other prospectus filed under Rule 424 under the Securities Act, Act in conformity with the requirements of the Securities Act, ; and any Issuer Free Writing Prospectus and (c) such other documents as such Selling Holder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;request, (iv) use commercially reasonable its best efforts to register or qualify such Registrable Securities covered by such registration statement any Registration Statement referred to in clause (i) of this Section 3 under such other securities laws or blue sky laws of such domestic jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling each Holder shall reasonably request, and take do any and all other action acts and things which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holderseller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not where, but for the requirements of this clause (iv) ), it would not be obligated to be so qualified, to subject itself to taxation in any such jurisdiction qualified or to file a general consent to general service of process in any such jurisdiction; (v) use commercially reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable its best efforts to cause such Registrable Securities covered by such registration statement a Registration Statement to be registered with or approved by such other domestic governmental agencies or authorities as may be necessary to enable the Selling Holder(s) seller or sellers thereof to consummate the disposition of such Registrable Securities; (viivi) cause representatives of the Company to participate in connection with an Underwritten Offering, obtain for each Selling Holder and underwriter: (1) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be any "road show" or "road shows" reasonably requested by such Selling Holder and underwriters, andany underwriter of an underwritten or "best efforts" offering of any Registrable Securities; (2vii) a “comfort” letter (or, in the case notify each seller of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into covered by a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events: (1) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ix) notify each Selling HolderRegistration Statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, Act or upon of the happening of any event as a result of which, Company's becoming aware that the prospectus included in such registration statementRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing, and, and at the request of any Selling Holdersuch seller, promptly prepare and furnish to such seller a reasonable number of copies of a supplement to an amended or an amendment of such supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers sellers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing; (x) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement; (xiviii) otherwise use commercially reasonable its best efforts to comply with all applicable rules and regulations of the Commission, and make available to Selling its Holders, as promptly soon as practicable, an earnings statement covering the period of at least 12 months, reasonably practicable (but not more than 18 eighteen months, beginning with the first day of the Company’s first full quarter ) after the effective date of such registration statementthe Registration Statement, which an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 the rules and regulations promulgated thereunder; (ix) use its best efforts to list such Registrable Securities on any securities exchange or automated quotation system on which securities of the same class are then listed, if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange or system, and to provide a transfer agent and registrar for such Registrable Securities covered by a Registration Statement not later than the effective date of such Registration Statement; (x) enter into such customary agreements (including an underwriting agreement in customary form) and take such other actions as sellers of a majority of such Registrable Securities or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) obtain a "cold comfort" letter or letters from the Company's independent public accountants in customary form and covering matters of the type customarily covered by "cold comfort" letters as the seller or sellers of a majority of such Registrable Securities shall reasonably request; (xii) cooperate with obtain an opinion of counsel for the sellers Company in customary form and covering matters of the managing underwriter to facilitate the timely preparation and delivery type customarily covered in opinions of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names issuer's counsel as the managing underwriter seller or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of a majority of such registration statement a supply of such certificates as necessary or appropriate;Registration Securities shall reasonably request; and (xiii) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities; (xiv) if requested available for inspection by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act. The Company may require each Selling Holder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution seller of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required covered by such registration statement. (b) Without limiting a Registration Statement by any of the foregoing, underwriter participating in the event that the offering of Registrable Securities is any disposition to be made effected pursuant to such Registration Statement and by any attorney, accountant or through an other agent retained by any such seller or any such underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representationsall pertinent financial and other records, warranties, indemnities pertinent corporate documents and agreements customarily included (but not inconsistent with the covenants and agreements properties of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6(a)(ix) and, if so directed by the Company, deliver to and cause all of the Company's officers, at the Company’s expensedirectors and employees to supply all information reasonably requested by any such seller, all copiesunderwriter, other than permanent file copiesattorney, then accountant or agent in connection with such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the CommissionRegistration Statement.

Registration Procedures. (a) If and whenever the Company is required to use commercially reasonable its best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 2.1 and 3.22.2, the Company shall will as promptly expeditiously as practicable (in each case, to the extent applicable):practicable: (i) (A) prepare and file with the Commission SEC a registration statement on the appropriate form which includes such Registrable Securities, (B) promptly respond to effect all comments received with respect to such registrationregistration statement and make and file all amendments thereto deemed necessary by the Company’s legal counsel, and (C) thereafter use its reasonable efforts to cause such registration statement to become effective at the earliest possible date permitted under the rules and regulations of the Commission, and thereafter use commercially reasonable efforts to cause such registration statement to remain effective pursuant to the terms of this Agreement; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptnesspracticable date; (ii) prepare and file with the Commission SEC such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement accurate and effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities and other securities covered by such registration statement until the earlier of such time as all of such securities Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or for the longer of (iA) in nine months or (B) if the case of Company is eligible to conduct a Demand Registration continuous secondary offering pursuant to Section 3.1Rule 415 under the Securities Act, the expiration of 60 days after such registration statement becomes effective, or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effectivetwo years; (iii) furnish to each Selling Holder such seller of Registrable Securities at least two Business Days prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus and each underwriter, if any, not file any such amendment or supplement to which any such seller shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the securities being sold by Securities Act or of the rules or regulations thereunder; (iv) furnish to each seller of such Selling Holder such number of conformed copies Registrable Securities one copy of such registration statement and of each such amendment thereof and supplement thereto (in each case including all exhibitsexhibits and documents filed therewith), such number of copies of the prospectus contained included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act), in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus such documents, if any, incorporated by reference in such registration statement or prospectus, and such other documents as such Selling Holder and underwriter, if any, seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerrequest; (ivv) use commercially its reasonable efforts to register or qualify such all Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling Holder each seller thereof shall reasonably request, request and take to keep such registration or qualification in effect for so long as such registration statement remains in effect and do any and all other action which acts and things that may be reasonably necessary or advisable to enable such Selling Holder and underwriter seller to consummate the disposition in such jurisdictions of the its Registrable Securities owned covered by such Selling Holderregistration statement, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not not, but for the requirements of this clause subdivision (iv) v), be obligated to be so qualified, or to subject itself to taxation in any such jurisdiction jurisdiction, or to file a general consent to general service of process in any such jurisdiction; (vvi) use commercially reasonable efforts to cause such notify each seller of Registrable Securities to be listed on each securities exchange on which similar securities of any stop order issued or threatened by the Company are then listed and, if no such securities are so listed, use commercially SEC and take all reasonable efforts action required to cause such Registrable Securities to be listed on prevent the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition entry of such Registrable Securitiesstop order or to remove it if entered; (vii) if such registration statement relates to an underwritten offering, (A) enter into an underwriting agreement with the underwriters for such offering, in connection with an Underwritten Offering, obtain for form and substance satisfactory to each Selling Holder seller of Registrable Securities and underwriter: (1) an opinion of counsel for the Company, covering underwriters and containing such representations and warranties by the matters customarily covered in opinions requested in underwritten offerings Company and such other matters terms as may be reasonably requested by such Selling Holder and underwriters, and (2) a “comfort” letter (or, are generally prevailing in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary underwriting agreements of the Company or any business acquired by same type, including, without limitation, indemnities to the Company from effect and to the extent provided in Section 2.5, and (B) obtain and furnish to each seller of Registrable Securities a signed counterpart, addressed to such seller, of the legal opinions and accountants’ comfort letters which financial statements and financial data are, or are required to be, included in be delivered to the registration statement)underwriters; (3viii) promptly make available for inspection by any sellerseller of Registrable Securities, any underwriter participating in any disposition pursuant to any such registration statement, statement and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”)underwriter, all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibilityCompany, and cause the Company’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such Inspector seller, underwriter, attorney, accountant or agent in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events: (1) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ix) promptly notify each Selling Holderseller whose Registrable Securities are covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing, and, at the request of any Selling Holder, and promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing; (x) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement; (xi) otherwise use commercially its reasonable efforts to comply with all applicable rules and regulations of the CommissionSEC, and make available to Selling Holdersits securities holders, as promptly soon as reasonably practicable, an earnings statement covering the period of at least 12 twelve months, but not more than 18 eighteen months, beginning with the first day month of the Company’s first full fiscal quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xiixi) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable cause all such securities Registrable Securities to be in such denominations and registered in such names as listed on each securities exchange on which the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriateCommon Stock is then listed; (xiiixii) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations cause its management to participate fully in the sale process relating to such offering, including the preparation of the Commission applicable registration statement and the preparation and presentation of any “road shows,” whether domestic or international; and (xiii) take all reporting requirements under such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the rules and regulations disposition of the Exchange Act. The Company may require each Selling Holder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required covered by such registration statement. (b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6(a)(ix) and, if so directed by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.

Registration Procedures. (a) If and whenever Whenever a Stockholder requests that any Registrable Securities be registered pursuant to Section 2.01 or Section 2.02, subject to the provisions of such Sections, the Company is required to shall use its commercially reasonable efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the Securities Act intended method of disposition thereof as provided soon as reasonably practicable and, in Sections 3.1 and 3.2, the connection with any such request: (a) The Company shall as promptly soon as reasonably practicable (in each case, to the extent applicable): (i) prepare and file with the Commission SEC a registration statement to effect such registration, cause such registration statement to become effective at Registration Statement on any form for which the earliest possible date permitted under Company then qualifies or that counsel for the rules Company shall deem appropriate and regulations which form shall be available for the sale of the CommissionRegistrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and thereafter use its commercially reasonable efforts to cause such registration statement filed Registration Statement to become and remain effective pursuant to the terms for a period of this Agreement; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness; (ii) prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or (i) in the case of a Demand not less than 180 days (or, if sooner, until all Registrable Securities have been sold under such Registration pursuant to Section 3.1, the expiration of 60 days after such registration statement becomes effectiveStatement), or (ii) in the case of a Piggyback Shelf Registration, until the earlier of the date (x) on which all of the securities covered by such Shelf Registration pursuant are no longer Registrable Securities and (y) on which the Company cannot extend the effectiveness of such Shelf Registration because it is no longer eligible for use of Form S-3; subject in each case to Section 3.2any Suspension Period. (b) Prior to filing a Registration Statement or related prospectus or any amendment or supplement thereto, or before using any Free Writing Prospectus, the expiration of 60 days after such registration statement becomes effective; (iii) furnish to Company shall provide each Selling Holder Registering Stockholder, the Holders’ Counsel and each underwriter, if any, of with an adequate and appropriate opportunity to review and comment on such Registration Statement, each prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus proposed to be filed with the securities being sold by SEC, and thereafter the Company shall furnish to such Selling Holder Registering Stockholder, the Holders’ Counsel and underwriter, if any, such number of conformed copies of such registration statement and of Registration Statement, each amendment and supplement thereto filed with the SEC (in each case including all exhibitsexhibits thereto and documents incorporated by reference therein), such number of copies of the prospectus contained included in such registration statement Registration Statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 424, Rule 430A, Rule 430B or Rule 430C under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer each Free Writing Prospectus and such other documents as such Selling Holder and underwriter, if any, Registering Stockholder or underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; Registering Stockholder. In addition, the Company shall, as expeditiously as practicable, keep Holders’ Counsel advised in writing as to the initiation and progress of any registration under Section 2.01 or Section 2.02 and provide Holders’ Counsel with copies of all correspondence (ivincluding any comment letter) with the SEC, any self-regulatory organization or other governmental agency in connection with any such Registration Statement. Each Registering Stockholder shall have the right to request that the Company modify any information pertaining to such Registering Stockholder contained in such Registration Statement, amendment and supplement thereto or any Free Writing Prospectus, and the Company shall use its commercially reasonable efforts to register comply with such request; provided, however, that the Company shall not have any obligation to so modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or qualify such omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (c) After the filing of the Registration Statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act applicable to the Company with respect to the disposition of all Registrable Securities covered by such registration statement under such other securities laws or blue sky laws Registration Statement during the applicable period in accordance with the intended methods of such jurisdictions as any Selling Holder and any underwriter of disposition by the securities being sold by such Selling Holder shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate the disposition Registering Stockholder thereof set forth in such jurisdictions of the Registrable Securities owned by Registration Statement or supplement to such Selling Holder, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause prospectus and (iviii) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such jurisdiction; (v) use commercially reasonable efforts to cause such Registrable Securities to be listed on promptly notify each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such Registering Stockholder holding Registrable Securities covered by such Registration Statement and the Holders’ Counsel of any stop order issued or threatened by the SEC or any state securities commission and take all commercially reasonable actions required to prevent the entry of such stop order or to remove it if entered. (d) The Company shall use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by such Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as any Registering Stockholder holding such Registrable Securities reasonably (in light of such Registering Stockholder’s intended plan of distribution) requests, and continue such registration statement or qualification in effect in such jurisdiction for the shortest of (A) as long as permissible pursuant to the laws of such jurisdiction, (B) as long as any such Registering Stockholder requests or (C) until all such Registrable Securities are sold and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable the Selling Holder(s) thereof such Registering Stockholder to consummate the disposition of the Registrable Securities owned by such Registering Stockholder; provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.04(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction. (e) The Company shall promptly notify each Registering Stockholder holding such Registrable Securities covered by such Registration Statement (i) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon the discovery that, or upon the occurrence of an event as a result of which, the preparation of a supplement or amendment to such prospectus is required so that, as thereafter delivered to the purchasers of such Registrable Securities;, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Company shall promptly (subject to any applicable Suspension Period) prepare and make available to each Registering Stockholder and file with the SEC any such supplement or amendment, (ii) as soon as the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related prospectus covering Registrable Securities or for additional information relating thereto, (iii) as soon as the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities or (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (viii) The Registering Stockholders holding a majority of the Registrable Securities to be included in a Demand Registration or intended to be sold pursuant to a Public Offering pursuant to a “take down” under a Shelf Registration shall have the right to select an underwriter or underwriters in connection with such Public Offering or “take down” (as the case may be) (which underwriter or underwriters may include any Affiliate of any Registering Stockholder so long as including such Affiliate would not require the separate engagement of a qualified independent underwriter with respect to such offering), subject to the Company’s approval (which shall not be unreasonably withheld, conditioned or delayed) and (ii) the Company shall select an Underwritten underwriter or underwriters in connection with any other Public Offering. In connection with any Public Offering, obtain for each Selling Holder the Company shall enter into customary agreements (including an underwriting agreement in customary form) and underwriter: (1) an opinion take all other actions as are reasonably required in order to expedite or facilitate the disposition of counsel for the Company, covering the matters customarily covered such Registrable Securities in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) a “comfort” letter (or, in the case of any such Person which does not satisfy Public Offering, including, if required, the conditions for receipt engagement of a “comfortqualified independent underwriter” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by connection with the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary qualification of the Company or any business acquired by underwriting arrangements with FINRA. (g) Subject to confidentiality arrangements customarily applicable to underwriters and the Registering Stockholders, the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) promptly shall make available for inspection by any seller, Registering Stockholder and any underwriter participating in any disposition pursuant to any registration statement, a Registration Statement being filed by the Company pursuant to this Section 2.04 and any attorney, accountant or other agent or representative professional retained by any such seller Stockholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and its Subsidiaries (collectively, the “Records”), ) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors directors, managers and employees (and those of the Company’s Subsidiaries) to supply all information reasonably requested by any such Inspector Inspectors in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Registration Statement. (h) The Company shall not be required furnish to provide any information under this subparagraph (viii) each Registering Stockholder and to each such underwriter, if any, a signed counterpart, addressed to such Registering Stockholder or underwriter, of (i) the Company believes, after consultation with an opinion or opinions of counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow (ii) a comfort letter or comfort letters from the Company’s independent public accountants, at its expense, to undertake appropriate action each in customary form and to prevent disclosure covering such matters of the Records deemed confidential;kind customarily covered by opinions or comfort letters, as the case may be, any Registering Stockholder or the lead managing underwriter therefor reasonably requests. (viiii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events: (1) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) the receipt by the The Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ix) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any Selling Holder, promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (x) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement; (xi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the CommissionSEC, and make available to Selling Holdersits security holders, as promptly soon as practicablereasonably available, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first day of the Company’s first full quarter after the effective date of or such registration statement, which earnings statement other document that shall satisfy the provisions of Section 11(a) of the Securities Act and the requirements of Rule 158 thereunder;. (xiij) cooperate The Company may require each Registering Stockholder promptly to furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be reasonably required in connection with such registration. (k) Each Registering Stockholder agrees that, upon receipt of any notice from the sellers and Company of the managing underwriter happening of any event of the kind described in Section 2.04(e), such Stockholder shall forthwith discontinue disposition of Registrable Securities pursuant to facilitate the timely preparation and delivery Registration Statement (including any Shelf Registration) covering such Registrable Securities until such Stockholder’s receipt of certificates (which shall not bear any restrictive legends unless required under applicable lawi) copies of the supplemented or amended prospectus from the Company or (ii) further notice from the Company that distribution can proceed without an amended or supplemented prospectus, and, in the circumstances described in clause (i), if necessary or appropriateso directed by the Company, representing securities sold under such Stockholder shall deliver to the Company all copies, other than any registration statement, and enable such securities to be permanent file copies then in such denominations Stockholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such Registration Statement shall be maintained effective (including the period referred to in Section 2.04(a)) by the number of days during the period from and registered in such names as including the managing underwriter or such sellers may request and keep available and date of the giving of notice pursuant to Section 2.04(e) to the date when the Company shall (x) make available to such Stockholder a prospectus supplemented or amended to conform with the Company’s transfer agent prior requirements of Section 2.04(e) or (y) deliver to such Stockholder the notice described in clause (ii). (l) The Company shall use its commercially reasonable efforts to list all Registrable Securities of any class or series covered by such Registration Statement on any national securities exchange on which any of the Registrable Securities of such class or series are then listed or traded. (m) Upon written request (which request shall be given with reasonable advance notice) to the effectiveness Company by Registering Stockholders holding a majority of the Registrable Securities being sold in such registration statement a supply of such certificates as necessary or appropriate; (xiii) offering, the Company shall have appropriate officers of the Company or its Subsidiaries (i) upon reasonable request and at reasonable times prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use its commercially reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities;. (xivn) if requested by any Selling Holders or any underwriterThe Company shall, promptly incorporate in the registration statement or any as soon as possible following its actual knowledge thereof, notify each Registering Stockholder: (A) when a prospectus, pursuant to any prospectus supplement, a supplement Registration Statement or a post-effective amendment if necessaryto a Registration Statement has been filed with the SEC, such information as such Selling Holders may reasonably and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (B) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to have included thereina Registration Statement, including, without limitation, information relating a related prospectus (including a Free Writing Prospectus) or any other additional information; or (C) of the receipt by the Company of any notification with respect to the “Plan suspension of Distribution” the qualification or exemption from qualification of any of the Registrable Securities;Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose. (xvo) The Company shall reasonably cooperate with each Registering Stockholder and assist each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“by FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and. (xvip) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act. The Company may require each Selling Holder and each underwriter, if any, shall take all other steps reasonably necessary to furnish effect the Company in writing such information regarding each Selling Holder or underwriter and the distribution registration of such Registrable Securities as and reasonably cooperate with the Company may from time to time reasonably request to complete or amend the information required by holders of such registration statement. (b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, facilitate the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers disposition of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (cq) Each Selling Holder agrees that upon receipt The Company shall, within the deadlines specified by the Securities Act, make all required filings of all prospectuses (including any Free Writing Prospectus) with the SEC and make all required filing fee payments in respect of any notice from the Registration Statement or related prospectus used under this Agreement (and any offering covered hereby). (r) The Company of the happening of any event of the kind described in Section 3.6(a)(ix)shall, if such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities registration is pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the supplemented a Registration Statement on Form S-3 or amended prospectus contemplated by Section 3.6(a)(ix) andany similar short-form registration, if so directed by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then include in such Selling Holder’s possession of Registration Statement such additional information for marketing purposes as the prospectus current at the time of receipt of such notice relating managing underwriter with respect to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commissionunderwritten public offering reasonably requests.

Registration Procedures. (a) If and whenever the Company is required to use commercially reasonable efforts by the provisions of Section 3 or 4 to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2Act, the Company shall shall, as promptly expeditiously as practicable (in each case, possible and until the Company's registration obligations terminate pursuant to the extent applicable):Section 5 hereof: (ia) prepare and file with the Commission a the requisite registration statement to effect such registration, registration and thereafter use diligent efforts to cause each such registration statement to become and remain effective at until the earliest possible earlier of (A) the date permitted under the rules and regulations on which all of the Commission, and thereafter use commercially reasonable efforts to cause Registrable Securities covered by such registration statement have been disposed of by the Holder or Holders thereof in accordance with the intended methods of disposition thereof described in the registration statement (each Holder or Holders thereof hereby agreeing to remain effective inform the Company upon the completion of the disposition of their respective Registrable Securities); or (B) the expiration of the following periods: (i) in the case of any Holder, the period after which the Company's registration obligations terminate as to such Holder pursuant to Section 5 hereof; and (ii) in the terms case of this Agreement; provideda registration pursuant to Section 4 hereof, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to 180 days after the effective date of the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, (as the Company will furnish periods specified in clauses (i) and (ii) above may be extended pursuant to the counsel selected by the holders penultimate paragraph of Registrable Securities which are to be included in such registration (“Selling Holders”) copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptnessthis Section 6); (iib) prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective for the applicable period specified in Section 6(a) hereof and to comply during such period with the provisions obligations of a registrant under the Securities Act with respect (including, without limitation, provisions relating to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof Holders set forth in such registration statement or (i) in the case of a Demand Registration pursuant to Section 3.1, the expiration of 60 days after such registration statement becomes effective, or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effectivestatement); (iiic) furnish to each Selling Holder of Registrable Securities covered by such registration statement and each underwriterunderwriter thereof, if any, of the securities being sold by such Selling Holder such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and of any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents documents, as such Selling Holder and underwriter, if any, underwriter may reasonably request in order to facilitate the public sale or other disposition of the such Registrable Securities owned by such sellerSecurities; (ivd) use commercially reasonable diligent efforts to register or qualify such all Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder thereof and any underwriter of the securities being sold by such Selling Holder thereof shall reasonably request, and to keep such registrations or qualifications in effect for so long as such registration statement remains in effect, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holder, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (ivSection 6(d) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction qualified or to file a general consent to general service of process in any such jurisdictionjurisdiction (unless the Company is subject to service in such jurisdiction and except as may be required by the Securities Act); (ve) use commercially reasonable efforts to cause such upon request, furnish each Holder of Registrable Securities a signed counterpart, addressed to be listed on each securities exchange on which similar securities issued by the Company are then listed andsuch Holder, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition of such Registrable Securities; (vii) in connection with an Underwritten Offering, obtain for each Selling Holder and underwriter: (1) an opinion of counsel for the Company, covering dated the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) a “comfort” letter (or, in the case effective date of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (andor, if necessarysuch registration statement includes an underwritten public offering, any other independent registered dated the date of closing under the underwriting agreement), with opinions of issuer's counsel with respect to corporate and securities and patent issues as customarily delivered in connection with public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement)offerings; (3f) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that notify each Holder of Registrable Securities agrees that it will, upon learning that disclosure of covered by such Records is sought in a court of competent jurisdiction, give notice to the Company registration statement and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwritersunderwriter thereof, if any, of the following events: (1) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ix) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon the Company's discovery that, or upon the happening of any event of which the Company has knowledge as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing, and, and at the request of any Selling Holder, such Holder or underwriter promptly prepare and furnish to such seller Holder or underwriter, if any, a reasonable number of copies of a supplement to prospectus supplemented or an amendment of such prospectus as may be necessary amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing; (x) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement; (xig) otherwise use commercially reasonable diligent efforts to comply with all applicable rules and regulations of the Commission, and make generally available (within the meaning of Section 11(a) of the Securities Act and the regulations thereunder) to Selling Holdersits securityholders, as promptly soon as reasonably practicable, an earnings statement covering the a period of at least 12 months, but not more than 18 twelve months, beginning with the first day month of the Company’s first full fiscal quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 the regulations thereunder; (xiih) cooperate with the sellers provide and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities cause to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s maintained a transfer agent prior to and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the effectiveness effective date of such registration statement a supply of such certificates as necessary or appropriatestatement; (xiiii) have appropriate officers use diligent efforts to list all Company Common Stock covered by such registration statement on each securities exchange on which any of the Company prepare and make presentations at Common Stock is then listed or, if the Company Common Stock is not then listed on any “road shows” and before analysts and rating agenciesnational securities exchange but is included in Nasdaq or the Nasdaq National Market, use diligent efforts to have such Company Common Stock included in Nasdaq or the Nasdaq National Market, as the case may be; and (j) in connection with each such registration, give the Holders of Registrable Securities to be registered therein, their underwriters, if any, and otherwise use its up to one designated counsel and one designated accounting firm to represent the interests of such Holders, at the expense of such Holders, the reasonable best efforts opportunity to participate in the preparation prior to filing of the related registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto; (k) upon receipt by the Company of reasonable confidentiality agreements, make available for inspection by any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to be available on a reasonable basis and cooperate as with such parties' "due diligence" and to supply all information reasonably requested by any such underwriter, attorney, accountant or agent in connection with such registration statement, provided that the Selling Holders and Company may refrain from disclosing any proprietary or other information that is not material to the underwriters Company's financial condition or results of operations; and (l) in the offering, marketing or selling event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Company Common Stock included in such registration statement for sale in any jurisdiction, the Company will use diligent efforts promptly to obtain the withdrawal of such order. The Holders agree that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 6(f) hereof, the Holders will forthwith discontinue their disposition of Registrable Securities; Securities pursuant to the registration statement relating to such Registrable Securities until the Holders' receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(f) hereof and, if so directed by the Company, will deliver to the Company (xivat the Company's expense) if requested all copies, other than permanent file copies, then in the Holders' possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the three-year and 180-day periods referred to in Sections 5 and 6(a) hereof, respectively, shall be extended by the length of the period from and including the date when each Holder of any Selling Holders Registrable Securities covered by such registration statement shall have received such notice to the date on which each such Holder has received the copies of the supplemented or any underwriteramended prospectus contemplated by Section 6(f) hereof. In connection with each such registration, promptly incorporate each Holder of Registrable Securities to be named in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating shall furnish to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act. The Company may require each Selling Holder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling such Holder or underwriter and the proposed distribution of such Registrable Securities as the Company may from time to time reasonably request in writing, and the delivery of such information shall be a condition precedent to complete or amend the information required by such obligation of the Company to file any registration statement. (b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6(a)(ix) and, if so directed by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.

Registration Procedures. In the case of each registration effected by the Company pursuant to this Agreement, the Company will keep each Holder participating therein advised in writing as to the initiation of each registration and as to the completion thereof. At its expense the Company will: (a) If and whenever the Company is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2, the Company shall as promptly as practicable (in each case, to the extent applicable): (i) prepare and file with the Commission a registration statement to effect such registration, cause keep such registration statement effective for a reasonable period as necessary to become effective at permit the earliest possible date permitted under Holder or Holders to complete the rules and regulations of the Commission, and thereafter use commercially reasonable efforts to cause such registration statement to remain effective pursuant to the terms of this Agreement; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of distribution described in the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness; (iib) promptly prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect Act, and to the disposition of all securities covered by keep such registration statement until the earlier effective for that period of such time as all of such securities have been disposed of specified in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or (iSection 7(a) in the case of a Demand Registration pursuant to Section 3.1, the expiration of 60 days after such registration statement becomes effective, or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effectiveabove; (iiic) furnish to each Selling Holder and each underwriter, if any, of the securities being sold by such Selling Holder such number of conformed copies prospectuses and other documents incident thereto as a Holder from time to time may reasonably request; (d) use reasonable best efforts to obtain the withdrawal of such any order suspending the effectiveness of a registration statement and statement, or the lifting of each amendment and supplement thereto (in each case including all exhibits), such number of copies any suspension of the prospectus contained in such registration statement (including each preliminary prospectus and qualification of any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents as such Selling Holder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerfor sale in any jurisdiction, at the earliest practical moment; (ive) use commercially reasonable efforts to register or qualify such Registrable Securities covered by such registration statement for offer and sale under such other the securities laws or blue sky Blue Sky laws of such jurisdictions as any Selling Holder and any or underwriter of the securities being sold by such Selling Holder shall reasonably requestrequires, and take any other action which may be reasonably necessary keep such registration or advisable to enable such Selling Holder and underwriter to consummate qualification effective during the disposition period set forth in such jurisdictions of the Registrable Securities owned by such Selling Holder, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (ivSection 7(a) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such jurisdictionabove; (vf) use commercially reasonable efforts to cause such all Registrable Securities covered by such registrations to be listed on each securities exchange exchange, including Nasdaq, on which similar securities issued by the Company are then listed andor, if no such securities are so listedlisting exists, use commercially reasonable best efforts to cause such list all Registrable Securities to be listed on one of the New York Stock Exchange, the American Stock Exchange or Nasdaq; and (g) cause its accountants to issue to the Nasdaq Stock Marketunderwriter, if any, or the Holders, if there is no underwriter, comfort letters and updates thereof, in customary form and covering matters of the type customarily covered in such letters with respect to underwritten offerings; (vih) use commercially reasonable efforts to cause enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities covered by such registration statement being sold or the underwriters, if any, reasonably, request in order to be registered with expedite or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate facilitate the disposition of such Registrable Securities; Securities (vii) in connection with an Underwritten Offeringincluding, obtain for each Selling Holder and underwriter: (1) an opinion without limitation, effecting a stock split or a combination of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statementshares); (3i) promptly make available for inspection by any sellerseller of Registrable Securities, any underwriter participating in any disposition pursuant to any such registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”)underwriter, all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibilityCompany, and cause the Company’s 's officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such Inspector seller, underwriter, attorney, accountant or agent in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events: (1) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ixj) notify each Selling Holder, at any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the Securities Act, upon discovery that, or upon of the happening of any event of which it has knowledge as a result of which, which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any Selling Holder, promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (x) make every reasonable effort to obtain misleading in the withdrawal of any order suspending the effectiveness of such registration statement; (xi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations light of the Commission, and make available to Selling Holders, as promptly as practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first day of the Company’s first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xii) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate; (xiii) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRAcircumstances then existing; and (xvik) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act. The Company may require each Selling Holder and each underwriter, if any, to furnish the Company in writing take such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities other actions as the Company may from time to time reasonably request to complete or amend the information required by such registration statement. (b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6(a)(ix) and, if so directed by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended reasonably requested by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commissionany Holder.

Registration Procedures. In the case of each registration effected by the Corporation pursuant to this Section 2, the Corporation will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense the Corporation will: (a) If and whenever the Company is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2, the Company shall as promptly as practicable (in each case, to the extent applicable): (i) prepare Prepare and file with the Commission a registration statement with respect to effect such registration, cause such registration statement to become effective at the earliest possible date permitted under the rules securities and regulations of the Commission, and thereafter use commercially reasonable its best efforts to cause such registration statement to become and remain effective pursuant to for at least two (2) years or, if earlier, until the terms of this Agreement; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of distribution described in the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptnesshas been completed; (iib) prepare Prepare and file with the Commission during the period specified in Section 2.4(a) such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein with such registration statement as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until statement; (c) Furnish to the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth Holders participating in such registration statement or (i) in and to the case of a Demand Registration pursuant to Section 3.1, the expiration of 60 days after such registration statement becomes effective, or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effective; (iii) furnish to each Selling Holder and each underwriter, if any, underwriters of the securities being sold by registered such Selling Holder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents as the Holders and such Selling Holder and underwriter, if any, underwriters may reasonably request in order to facilitate the public sale or other disposition offering of the Registrable Securities owned by such sellersecurities; (ivd) use commercially reasonable Furnish, at the request of any Holder requesting registration of Registrable Securities at the time such securities are delivered to the underwriters (if any) for sale in connection with a registration pursuant to this Section 2, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters and to the Holders requesting registration of Registrable Securities and (ii) a letter dated the date of commencement of the offering and a “bring-down” letter dated as of the closing date of such offering, from the independent accountants of the Corporation, in form and substance as is customarily given by independent accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; (e) Use its best efforts to register or and qualify such Registrable Securities the securities covered by such registration statement under such other securities laws or blue sky Blue Sky laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling Holder shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate requested by the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holder, except Holders; provided that the Company Corporation shall not for any such purpose be required in connection therewith or as a condition thereto to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such jurisdictionstates or jurisdictions, unless the Corporation is already subject to service in such jurisdiction and except as may be required by the Securities Act; (vf) use commercially reasonable efforts to cause such Registrable Securities to be listed on Notify each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such Holder of Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition of such Registrable Securities; (vii) in connection with an Underwritten Offering, obtain for each Selling Holder and underwriter: (1) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events: (1) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ix) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon Act as a result of the happening of any event as a result of which, which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any Selling Holder, promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing; (xg) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of Cause all such registration statement; (xi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to Selling Holders, as promptly as practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first day of the Company’s first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Registrable Securities Act and Rule 158 thereunder; (xii) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of by such registration statement a supply of such certificates as necessary or appropriate; (xiii) have appropriate officers of the Company prepare to be listed on each securities exchange and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its reasonable best efforts to cooperate as reasonably requested quotations system on which similar securities issued by the Selling Holders and the underwriters in the offering, marketing Corporation are then listed or selling of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act. The Company may require each Selling Holder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statementquoted. (b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6(a)(ix) and, if so directed by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.

Registration Procedures. (a) If and whenever the Company is required to use commercially reasonable its best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2this Agreement (including pursuant to a Demand Registration Request given under Section 4(a)), the Company shall will, as promptly expeditiously as practicable (in each case, to the extent applicable):reasonably possible: (ia) prepare and file with the Commission a registration statement with respect to effect such registrationRegistrable Securities, and use its best efforts to cause such registration statement to become effective at and to keep the earliest possible date permitted under the rules and regulations sellers of Registrable Securities advised in writing of the Commissioninitiation and progress of proceedings regarding such registration, and thereafter use commercially reasonable efforts to cause such registration statement to remain effective pursuant to the terms of this Agreement; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities is being effected pursuant to Sections 3 or 4 herein at any time prior to the effective date of the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, the Company will furnish thereto (but only to the counsel selected by extent set forth in the holders of Registrable Securities which are to be included proviso contained in such registration (“Selling Holders”) copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptnessSection 3(a)); (iib) prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective for a period of not less than 180 days or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the 90-day period referred to in Section 4(3) of the Securities Act and to Rule 174 thereunder, if applicable) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of during such time as all of such securities have been disposed of period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement statement; provided, however, that prior to filing with the Commission any such registration statement, prospectus or (i) in the case of a Demand Registration pursuant to Section 3.1amendment or supplement thereto, the expiration Company shall furnish copies thereof to counsel for the sellers of 60 days after Registrable Securities under such registration statement becomes effectivestatement, or (ii) in the case of a Piggyback Registration pursuant which document will be subject to Section 3.2, the expiration of 60 days after reasonably prompt review by such registration statement becomes effectivecounsel; (iiic) furnish to each Selling Holder and each underwriter, if any, seller of the securities being sold by such Selling Holder Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto thereof (in each case including all exhibits), such number of copies of the prospectus contained included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act), in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents as such Selling Holder and underwriter, if any, seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; (ivd) use commercially reasonable its best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling Holder each seller shall reasonably request, and take do any and all other action acts and things which may be reasonably necessary or advisable to enable such Selling Holder and underwriter seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holderseller; provided, except however, that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein where it would is not but for the requirements of this clause (iv) be obligated to be then so qualified, to subject itself to taxation in any such jurisdiction qualified or to file a take any action which would subject it to general consent to service of process in any such jurisdictionjurisdiction where it is not then so subject or subject itself to general taxation in any jurisdiction where it is not then so subject; (ve) use commercially reasonable efforts to cause such Registrable Securities to be listed on immediately notify each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such seller of any Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition of such Registrable Securities; (vii) in connection with an Underwritten Offering, obtain for each Selling Holder and underwriter: (1) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events: (1) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ix) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities ActAct within the appropriate period mentioned in clause (b) of this Section 5, upon discovery that, or upon of the happening of any event as a result of which, Company becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing, and, at the request of any Selling Holder, promptly and within ten days prepare and furnish to such seller all sellers a reasonable number of copies of a supplement to an amended or an amendment of such supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing; (xf) make every reasonable effort use its best efforts to obtain list such Registrable Securities on any securities exchange on which the withdrawal Common Stock is then listed or NASDAQ if the Common Stock is then quoted on NASDAQ, if such Registrable Securities are not already so listed or quoted and if such listing is then permitted under the rules of any order suspending such exchange or NASDAQ, and provide an independent transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effectiveness effective date of such registration statement; (xig) otherwise use commercially reasonable efforts furnish to comply with all applicable rules each seller of Registrable Securities covered by such registration statement a signed counterpart, addressed to such seller (and regulations the underwriters, if any) of: (i) an opinion of the Commission, and make available to Selling Holders, as promptly as practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first day of counsel for the Company’s first full quarter after , dated the effective date of such registration statementstatement (or, which earnings statement shall satisfy if such registration involves an underwritten public offering, dated the provisions of Section 11(a) date of the Securities Act closing under the underwriting agreement), reasonably satisfactory in form and Rule 158 thereunder; (xii) cooperate with substance to the sellers of not less than 50% of such Registrable Securities (and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law)underwriter, if necessary or appropriateany); and (ii) a “comfort” letter, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as dated the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness effective date of such registration statement a supply of (or, if such certificates as necessary or appropriate; (xiii) have appropriate officers registration involves an underwritten Public Offering, dated the date of the Company prepare underwriting agreement and make presentations at any a “road showsbring down” and before analysts and rating agenciesletter dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have certified the Company’s financial statements included in such registration statement, covering such matters with respect to such registration statement as are customarily covered in accountants’ letters delivered to the case underwriters in Underwritten Offerings of securities as may be, and otherwise use its reasonable best efforts to cooperate as reasonably be requested by the Selling Holders sellers of not less than 50% of such Registrable Securities (and the underwriters in the offering, marketing or selling of the Registrable Securities; (xiv) if requested by any Selling Holders or any managing underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRAany); and (xvih) otherwise use commercially reasonable efforts make available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter participating in any disposition to comply with be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter (individually, an “Inspector” and collectively, the “Inspectors”), all applicable rules pertinent financial and regulations other records, pertinent corporate documents and properties of the Commission Company as shall be reasonably necessary to enable them to exercise their due diligence responsibilities (collectively, the “Records”), and cause all reporting requirements of the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, or Inspector in connection with such registration statement; provided that any Records that are designated by the Company in writing as confidential shall be kept confidential by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission of material fact in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or by any regulatory authority having jurisdiction. Each Investor agrees that non-public information obtained by it as a result of such Inspections shall be deemed confidential and acknowledges its obligations under the rules and regulations Federal securities laws not to trade any securities of the Exchange ActCompany on the basis of material non-public information. The Company may require each Selling Holder seller of Registrable Securities as to which any registration is being effected promptly to furnish to the Company (i) an opinion of counsel for such seller dated the effective date of the registration statement relating to such seller’s Registrable Securities (or, if such registration involves an underwritten Public Offering, dated the date of the closing under the underwriting agreement), reasonably satisfactory in form and each substance to the Company (and the managing underwriter, if any, to furnish the Company in writing ) and (ii) such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as may be legally required. Such information shall be furnished in writing and shall state that it is being furnished for use in the Company may from time to time reasonably request to complete or amend the information required by such registration statement. (b) Without limiting any of the foregoing, in the event that the offering . Each holder of Registrable Securities is to be made agrees by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers acquisition of such Registrable Securities)Securities that, unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (e) of this Section 3.6(a)(ix)5, such Selling Holder shall holder will forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto covering such Registrable Securities until such Selling Holderholder’s receipt of the copies of the supplemented or amended prospectus contemplated by clause (e) of this Section 3.6(a)(ix) 5, and, if so directed by the Company, such holder will deliver to the Company, Company (at the Company’s expense, ) all copies, other than permanent file copies, copies then in such Selling Holderholder’s possession possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice relating to such Registrable Securitiesthe Company’s notice. In the event the Company shall give any such notice, any applicable 60-day the period during which such registration statement must remain effective pursuant to mentioned in clause (b) of this Agreement Section 5 shall be extended by the number of days during the period from and including the date of the giving of a such notice regarding the happening pursuant to clause (e) of an event of the kind described in this Section 3.6(a)(ix) to 5 and including the date when all each seller of Registrable Securities covered by such Selling Holders registration statement shall receive such a have received the copies of the supplemented or amended prospectus and such prospectus shall have been filed with the Commissioncontemplated by clause (e) of this Section 5.

Registration Procedures. (a) If and whenever the Company is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 5.1, 5.2 and 3.2, 5.3 the Company shall as promptly expeditiously as practicable (in each case, to the extent applicable):reasonably possible: (i) prepare and file with the Commission a registration statement to effect such registration, cause such registration statement to become effective at the earliest possible date permitted under the rules and regulations of the Commission, and thereafter use commercially reasonable efforts to cause such registration statement to become and remain effective pursuant to the terms of this Agreement; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“"Selling Holders”") copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness; (ii) prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or (i) in the case of a Demand Registration pursuant to Section 3.15.1, the expiration of 60 days after such registration statement becomes effective, effective or (ii) in the case of a Piggyback Registration pursuant to Section 3.25.2, the expiration of 60 days after such registration statement becomes effective or (iii) in the case of a Shelf Registration pursuant to Section 5.3, the expiration of one year after such registration statement becomes effective; (iii) furnish to each Selling Holder and each underwriter, if any, of the securities being sold by such Selling Holder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents as such Selling Holder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; (iv) use commercially reasonable efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling Holder shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holder, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such jurisdiction; (v) use commercially reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition of such Registrable Securities; (vii) in connection with an Underwritten Offering, obtain for each Selling Holder and underwriter: (1) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) a “"comfort” " letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events: (1) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ix) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any Selling Holder, promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (x) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement; (xi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to Selling Holders, as promptly as practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first day of the Company’s first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xii) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate; (xiii) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act. The Company may require each Selling Holder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statement. (b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6(a)(ix) and, if so directed by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.a

Registration Procedures. In the case of each registration effected by the Company pursuant to Section 2, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, the Company will use its commercially reasonable efforts to: (a) If and whenever the Company is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2, the Company shall as promptly as practicable (in each case, to the extent applicable): (i) prepare and file with the Commission a registration statement to effect such registration, cause Keep such registration statement to become effective at for a period of ending on the earliest possible date permitted under the rules and regulations earlier of the Commission, and thereafter use commercially reasonable efforts to cause such registration statement to remain effective pursuant to the terms of this Agreement; provided, however, that the Company may discontinue any registration of its securities date which are not Registrable Securities at any time prior to is one hundred twenty (120) days from the effective date of the registration statement or such time as the Holder or Holders have completed the distribution described in the registration statement relating thereto; provided, further however, that before filing (i) such registration statement or any amendments thereto, the Company will furnish one hundred twenty (120) day period shall be extended for a period of time equal to the counsel selected by period the holders Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities which on Form S-3 that are intended to be included in offered on a continuous or delayed basis, subject to compliance with applicable Commission rules, such one hundred twenty (120) day period shall be extended for up to 12 months, if necessary, to keep the registration (“Selling Holders”) copies of statement effective until all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptnessRegistrable Securities are sold; (iib) prepare Prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein with such registration statement as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until for the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof period set forth in such subsection (a) above; provided further that in connection with any registration statement or (i) in the case of a Demand Registration on Form S-3 pursuant to Section 3.12.3 above, the expiration of 60 days after Company agrees to timely file all reports required under the Exchange Act in order to maintain the right to continue to use such Form S-3 and to maintain such registration statement becomes effective, or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effectiveeffect; (iiic) furnish to each Selling Holder and each underwriter, if any, of the securities being sold by such Selling Holder Furnish such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case prospectuses, including all exhibits), such number of copies of the prospectus contained in such registration statement (including each any preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Actprospectuses, and other documents incident thereto, including any Issuer Free Writing Prospectus amendment of or supplement to the prospectus, and such other documents as such Selling Holder and underwriter, if any, the Holders may reasonably request in order to facilitate the public sale or other their disposition of the their Registrable Securities owned by such sellerSecurities; (ivd) use commercially Use its reasonable best efforts to register or and qualify such Registrable Securities the securities covered by such registration statement under such other securities laws or blue sky Blue Sky laws of such jurisdictions jurisdiction as any Selling Holder and any underwriter of the securities being sold by such Selling Holder shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate requested by the disposition in such jurisdictions of the Registrable Securities owned by such Selling HolderHolders; provided, except that the Company shall not for any such purpose be required in connection therewith or as a condition thereto to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such jurisdictionstates or jurisdictions unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ve) use commercially reasonable efforts to cause such Registrable Securities to be listed on Notify each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such seller of Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition of such Registrable Securities; (vii) in connection with an Underwritten Offering, obtain for each Selling Holder and underwriter: (1) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events: (1) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ix) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon Act of the happening of any event as a result of which, which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or incomplete in light of the circumstances then existing, and, at the request of any Selling Holder, and following such notification promptly prepare and furnish to such seller Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiesshares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or incomplete in light of the circumstances then existing; (xf) make every reasonable effort Provide a transfer agent and registrar for all Registrable Securities registered pursuant to obtain such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the withdrawal of any order suspending the effectiveness effective date of such registration statementregistration; (xig) otherwise Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (h) Otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to Selling Holders, as promptly as practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first day of the Company’s first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xiii) cooperate In connection with any underwritten offering pursuant to a registration statement filed pursuant to Section 2.1 hereof, enter into an underwriting agreement in form reasonably necessary to effect the sellers offer and the managing underwriter to facilitate the timely preparation sale of Common Stock, provided such underwriting agreement contains reasonable and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statementcustomary provisions, and enable such securities to be provided further, that each Holder participating in such denominations underwriting shall also enter into and registered in perform its obligations under such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate;an agreement; and (xiiij) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use Use its reasonable best efforts to cooperate as reasonably requested by furnish, at the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act. The Company may require each Selling Holder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such requesting registration statement. (b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to this Section 2, on the applicable date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration statement and prospectus relating thereto until pursuant to this Section 2, if such Selling Holder’s receipt securities are being sold through underwriters, (i) an opinion, dated such date, of the copies counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of Holders requesting registration, addressed to the supplemented or amended prospectus contemplated by Section 3.6(a)(ix) andunderwriters, if so directed by any, and to the Holders requesting registration of Registrable Securities, and (ii) a letter dated such date, from the independent certified public accountants of the Company, deliver in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (k) Promptly make available for inspection by the selling Holders, any underwriter participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, at and cause the Company’s expenseofficers, directors, employees, and independent accountants to supply all copiesinformation reasonably requested by any such seller, other than permanent file copiesunderwriter, then attorney, accountant, or agent in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, connection with any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commissionstatement.

Registration Procedures. (a) If and whenever the Company is required by the provisions of this Agreement to use commercially reasonable its best efforts to effect the or cause a registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 this Agreement and 3.2at such times as customarily occur in registered offerings or Shelf Takedowns, as applicable, the Company shall as promptly as practicable (in each case, will: 5.1 Use its best efforts to the extent applicable): (i) prepare and file with the Commission SEC, a registration statement within the time periods specified herein, and use its best efforts to effect such registration, cause such registration statement to become effective at the earliest possible date permitted under the rules as promptly as practicable and regulations of the Commission, and thereafter use commercially reasonable efforts to cause such registration statement to remain effective pursuant to for the terms lesser of this Agreement; provided(x) one hundred twenty days (or, howeverin the case of an shelf registration statement on Form S-3, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to three years from the effective date of the registration statement relating thereto; provided, further that before filing if such registration statement or any amendments thereto, is filed pursuant to Rule 415 promulgated under the Company Securities Act) and (y) such shorter period which will furnish to the counsel selected by the holders of terminate when all Registrable Securities which are to be included in such registration (“Selling Holders”) copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness; (ii) prepare and file with the Commission such amendments (including post-effective amendments) and supplements to covered by such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep have been sold (or, if such registration statement effective Statement is an automatic shelf registration statement, on the third anniversary of the date of filing of such automatic shelf registration statement); and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of during such time as all of such securities have been disposed of period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; 5.2 Prepare and file with the SEC such amendments, post-effective amendments and supplements to such registration statement and the Prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period of time required by Section 5(a) above; 5.3 Within a reasonable time prior to the filing of any registration statement, any Prospectus, any amendment to a registration statement, amendment or supplement to a Prospectus or any free writing prospectus, provide copies of such documents to the Holders of the Registrable Securities being sold and to the underwriter or underwriters of an underwritten offering, if applicable, and to underwriter’s counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as Holders or the underwriter or the underwriters may request; 5.4 Within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a Prospectus, provide copies of such document to underwriter’s counsel and counsel for the Holders; fairly consider such reasonable changes in such document prior to or after the filing thereof as underwriter’s counsel or counsel for the Holders shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document; 5.5 Comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the period during which any such registration statement is required to be effective; 5.6 Furnish to Holders and any underwriter of Registrable Securities, (i) in the case of a Demand Registration pursuant to Section 3.1, the expiration of 60 days after such registration statement becomes effective, or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effective; (iii) furnish to each Selling Holder and each underwriter, if any, of the securities being sold by such Selling Holder such number of copies (including manually executed and conformed copies copies) of such registration statement and of each amendment thereof and supplement thereto (in each case including all annexes, appendices, schedules and exhibits), (ii) such number of copies of the prospectus contained Prospectus, used in connection with such registration statement (including each preliminary prospectus and Prospectus, any summary prospectusProspectus and the final Prospectus), and (iii) and any such number of copies of other prospectus filed under Rule 424 under the Securities Actdocuments, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and each case as Holders or such other documents as such Selling Holder and underwriter, if any, underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerrequest; (iv) use commercially reasonable 5.7 Use its best efforts to register or qualify such all Registrable Securities covered by such registration statement under such other the securities laws or “blue sky sky” laws of such jurisdictions states of the United States as any Selling Holder and Holders or any underwriter of the securities being sold by such Selling Holder shall reasonably request, and take do any and all other action acts and things which may be reasonably necessary requested by Holders or advisable to enable such Selling Holder and underwriter to consummate the offering and disposition of Registrable Securities in such jurisdictions of the Registrable Securities owned by such Selling Holderjurisdictions; provided, except however, that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation or as a dealer in securities, subject itself to taxation, or consent to general service of process in any jurisdiction wherein it would is not but for then so qualified or subject; 5.8 Reasonably cooperate with Holders and the requirements sole underwriter or managing underwriter of this clause (iv) be obligated an underwritten offering of shares, if any, to facilitate the timely preparation and delivery of certificates representing the shares to be so qualifiedsold and not bearing any restrictive legends; and enable such shares to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as the Holders or the sole underwriter or managing underwriter of an underwritten offering of shares, if any, may reasonably request at least five days prior to subject itself to taxation in any sale of such jurisdiction or to file a general consent to service of process in any such jurisdictionshares; (v) use commercially reasonable 5.9 Use, as soon as practicable after the effectiveness of the registration statement, best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with with, or approved by by, such other United States public, governmental agencies or authorities regulatory authorities, if any, as may be necessary to enable the Selling Holder(s) thereof to consummate required in connection with the disposition of such Registrable Securities; (vii) 5.10 Use its best efforts to list the securities covered by such registration statement on any securities exchange on which any securities of the Company is then listed, if the listing of such Registrable Securities are then permitted under the applicable rules of such exchange; 5.11 Cooperate with each selling Holder and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with an Underwritten Offering, obtain for each Selling Holder any filings required to be made with FINRA; 5.12 Take all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby and underwriter: reasonably cooperate with the holders or underwriters (1) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) a “comfort” letter (or, in the case of any an underwritten offering) of such Person which does not satisfy Registrable Securities to facilitate the conditions for receipt disposition of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement)Registrable Securities pursuant thereto; (3) promptly make available for inspection by any seller5.13 Notify each selling Holder, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with its counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the managing underwriters, if any, of the following events: promptly, and (1if requested by any such Person) the filing of the registration statementconfirm such notice in writing, the prospectus (i) when a Prospectus or any prospectus Prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement has been filed, and, with respect to the a registration statement or any post-effective amendment theretoamendment, when the same has become effective; , (2ii) of any request by the Commission SEC or any other federal or state governmental authority for amendments or supplements to the a registration statement or the prospectus related Prospectus or for additional information; , (3iii) of the issuance by the Commission SEC of any stop order suspending the effectiveness of the a registration statement or the initiation of any proceedings by any Person for that purpose; , (4iv) when if at any Issuer Free Writing Prospectus includes information time the Company has reason to believe that may conflict with the information representations and warranties of the Company contained in the registration statement; and any agreement (5including any underwriting agreement) contemplated by Section 5(o) below cease to be true and correct, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale under the securities or blue sky laws of in any jurisdiction jurisdiction, or the initiation or threat threatening of any proceeding for such purpose; , and (ixvi) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under if the Securities Act, upon discovery that, or upon Company has knowledge of the happening of any event as a result that makes any statement made in such registration statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of which, the prospectus included any changes in such registration statement, as then Prospectus or documents so that, in effectthe case of the registration statement, includes an it will not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein therein, not misleading, andand that in the case of the Prospectus, at it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the request statements therein, in light of the circumstances under which they were made, not misleading (which notice shall notify the selling holders only of the occurrence of such an event and shall provide no additional information regarding such event to the extent such information would constitute material non-public information); 5.14 upon the occurrence of, and its knowledge of, any Selling Holderevent contemplated by Section 5(m)(vi) above, promptly prepare and furnish a supplement or post-effective amendment to such seller a reasonable number of copies of the registration statement or a supplement to the related Prospectus or an amendment of such prospectus as may any document incorporated or deemed to be necessary incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of such the Registrable SecuritiesSecurities being sold thereunder, such prospectus shall that the registration statement will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and the Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; (x) make every reasonable effort 5.15 enter into such agreements and take such other appropriate actions as are customary and reasonably necessary to obtain expedite or facilitate the withdrawal of any order suspending the effectiveness disposition of such registration statement; Registrable Securities (xi) otherwise use commercially reasonable efforts including, in the case of an underwritten offering, underwriting agreements in customary form, and including provisions with respect to comply indemnification and contribution in customary form and consistent with all applicable rules the provisions relating to indemnification and regulations contribution contained herein), and in that regard, deliver to the Holders such documents and certificates as may be reasonably requested by any Holder of the Commission, and make available to Selling HoldersRegistrable Securities being sold or, as promptly as practicableapplicable, an earnings statement covering the period of at least 12 monthsmanaging underwriters, but not more than 18 months, beginning with the first day of to evidence the Company’s first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xii) cooperate compliance with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate; (xiii) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, this Agreement including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use using its commercially reasonable efforts to comply with all applicable rules cause its independent accountants to deliver to the Company (and regulations to the Holders of Registrable Securities being sold in any registration) an accountants’ comfort letter substantially similar to that in scope delivered in an underwritten public offering and covering audited and interim financial statements included in the registration statement or, if such letter can not be obtained through the exercise of the Commission Company’s commercially reasonable efforts, cause its independent accountants to deliver to the Company (and all reporting requirements to the Holders of Registrable Securities being sold in any registration) a comfort letter based on negotiated procedures providing comfort with respect to the Company’s financial statements included or incorporated by reference in the registration statement at the highest level permitted to be given by such accountants under the rules and regulations then applicable standards of the Exchange Act. The Company may require each Selling Holder and each underwriter, if any, Association of Independent Certified Accountants with respect to furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statement. (b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreementaddition, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers Holders of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unlessincluded in any registration hereunder an opinion of counsel in substance and scope to that customarily delivered to underwriters in public offerings; and 5.16 if such sale is pursuant to an underwritten public offering, in obtain a “cold comfort” letter dated the effective date of the registration statement and the date of the closing under the underwriting agreement from the Company’s sole discretion, independent registered public accounting firm in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter reasonably requests. Each Holder agrees if such Holder has Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in covered by such form)registration statement that, in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix)5(m)(vi) or the existence of a Blackout Period, such Selling Holder shall holder will forthwith discontinue such Selling Holder’s disposition of such Registrable Securities pursuant to the applicable covered by such registration statement and prospectus relating thereto or Prospectus until such Selling Holderholder’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.6(a)(ix) and5(n), if so directed or until it is advised in writing by the CompanyCompany that the use of the applicable Prospectus may be resumed, deliver and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however, that the time periods under Section 5(a) with respect to the Company, at length of time that the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession effectiveness of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such a registration statement must remain effective pursuant to this Agreement be maintained shall automatically be extended by the number amount of days during time the period from the date holder is required to discontinue disposition of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commissionsecurities.

Registration Procedures. (a) If and whenever the Company is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities 1933 Act as provided in Sections 3.1 and 3.2Section 2.2 and, as applicable, 2.3, the Company shall shall, as promptly expeditiously as practicable (in each case, to the extent applicable):possible: (i) prepare and file with the Commission a registration statement SEC the Registration Statement, or amendments thereto, to effect such registration, cause registration (including such registration statement to become effective at audited financial statements as may be required by the earliest possible date permitted under 1933 Act or the rules and regulations of the Commission, promulgated thereunder) and thereafter use its commercially reasonable best efforts to cause such registration statement to remain be declared effective by the SEC, as soon as practicable, but in any event no later than the Required Effectiveness Date (with respect to a registration pursuant to the terms of this AgreementSection 2.2); provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) registration, copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness; (ii) with respect to any registration statement pursuant to Section 2.2 or Section 2.3, prepare and file with the Commission SEC such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities 1933 Act with respect to the disposition of all securities Registrable Securities covered by such registration statement until the earlier to occur of thirty six (36) months after the date of this Agreement (subject to the right of the Company to suspend the effectiveness thereof for not more than 10 consecutive Trading Days or an aggregate of 20 Trading Days during each year (each a "Black-Out Period")) or such time as all of such the securities have been disposed which are the subject of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or cease to be Registrable Securities (i) such period, in the case of a Demand Registration pursuant to Section 3.1each case, the expiration of 60 days after such registration statement becomes effective, or (ii) in the case of a Piggyback "Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effectiveMaintenance Period"); (iii) furnish to each Selling Holder and each underwriter, if any, holder of the securities being sold Registrable Securities covered by such Selling Holder registration statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities 1933 Act, in conformity with the requirements of the Securities 1933 Act, and any Issuer Free Writing Prospectus and such other documents documents, as such Selling Holder holder of Registrable Securities and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerholder of Registrable Securities; (iv) use its commercially reasonable best efforts to register or qualify such all Registrable Securities and other securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter holder of the securities being sold by such Selling Holder Registrable Securities thereof shall reasonably request, to keep such registrations or qualifications in effect for so long as such registration statement remains in effect, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter holder of Registrable Securities to consummate the disposition in such jurisdictions of the Registrable Securities securities owned by such Selling Holderholder of Registrable Securities, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause subdivision (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction qualified or to file a general consent to general service of process in any such jurisdiction; (v) use its commercially reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) holder of Registrable Securities thereof to consummate the disposition of such Registrable Securities; (viivi) in connection with an Underwritten Offeringfurnish to each holder of Registrable Securities a signed counterpart, obtain for each Selling Holder addressed to such holder of Registrable Securities, and underwriter: (1) the underwriters, if any, of an opinion of counsel for the Company, covering dated the matters customarily covered effective date of such registration statement (or, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), reasonably satisfactory in opinions requested form and substance to such holder of Registrable Securities) including that the prospectus and any prospectus supplement forming a part of the Registration Statement does not contain an untrue statement of a material fact or omits a material fact required to be stated therein or necessary in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwritersorder to make the statements therein, in light of the circumstances under which they were made, not misleading, and (2vii) a “comfort” letter (or, notify the Investor and its counsel promptly and confirm such advice in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of writing promptly after the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement);has knowledge thereof: (3) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) when the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events: (1) the filing of the registration statementRegistration Statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus thereto or post-effective amendment to the registration statement Registration Statement has been filed, and, with respect to the registration statement Registration Statement or any post-effective amendment thereto, when the same has become effective; (2B) of any request by the Commission SEC for amendments or supplements to the registration statement Registration Statement or the prospectus or for additional information; (3C) of the issuance by the Commission SEC of any stop order suspending the effectiveness of the registration statement Registration Statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ixviii) notify each Selling Holderholder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact facts required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing, and, and at the request of any Selling Holder, such holder of Registrable Securities promptly prepare and furnish to such seller holder of Registrable Securities a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing; (xix) make every reasonable effort use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statementthe Registration Statement at the earliest possible moment; (xix) otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and make available to Selling Holdersits security holders, as promptly soon as reasonably practicable, an earnings statement covering the period of at least 12 twelve months, but not more than 18 eighteen months, beginning with the first day of the Company’s first full quarter calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities 1933 Act and Rule 158 thereunder; (xi) enter into such agreements and take such other actions as the Investors shall reasonably request in writing (at the expense of the requesting or benefiting Investors) in order to expedite or facilitate the disposition of such Registrable Securities; and (xii) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate; (xiii) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its commercially reasonable best efforts to cooperate as reasonably requested list all Registrable Securities covered by the Selling Holders and the underwriters in the offering, marketing or selling such registration statement on any securities exchange on which any of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange ActSecurities are then listed. The Company may require each Selling Holder and each underwriter, if any, holder of Registrable Securities as to which any registration is being effected to furnish the Company in writing such information regarding each Selling Holder or underwriter such holder of Registrable Securities and the distribution of such Registrable Securities securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statementin writing. (b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6(a)(ix) and, if so directed by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.

Registration Procedures. (a) If and whenever the Company is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2Section 2.1 and, as applicable, 2.2, the Company shall shall, as promptly expeditiously as practicable (in each case, to the extent applicable):possible: (i) prepare and file with the Commission a registration statement the Registration Statement, or amendments thereto, to effect such registration, cause registration (including such registration statement to become effective at audited financial statements as may be required by the earliest possible date permitted under Securities Act or the rules and regulations of the Commission, promulgated thereunder) and thereafter use its commercially reasonable best efforts to cause such registration statement to remain be declared effective by the Commission, as soon as practicable, but in any event no later than the Required Effectiveness Date (with respect to a registration pursuant to the terms of this AgreementSection 2.1); provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) registration, copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness; (ii) with respect to any registration statement pursuant to Section 2.1, prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement until the earlier to occur of six (6) years after the date of this Agreement(subject to the right of the Company to suspend the effectiveness thereof for not more than 10 consecutive days or an aggregate of 30 days in such six (6) years period) or such time as all of such the securities have been disposed which are the subject of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or cease to be Registrable Securities (i) such period, in the case of a Demand Registration pursuant to Section 3.1each case, the expiration of 60 days after such registration statement becomes effective, or (ii) in the case of a Piggyback "Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effectiveMaintenance Period"); (iii) furnish to each Selling Holder and each underwriter, if any, seller of the securities being sold Registrable Securities covered by such Selling Holder registration statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents documents, as such Selling Holder seller and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; (iv) use its commercially reasonable best efforts to register or qualify such all Registrable Securities and other securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling Holder seller thereof shall reasonably request, to keep such registrations or qualifications in effect for so long as such registration statement remains in effect, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter seller to consummate the disposition in such jurisdictions of the Registrable Securities securities owned by such Selling Holderseller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause subdivision (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction qualified or to file a general consent to general service of process in any such jurisdiction; (v) use its commercially reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) seller or sellers thereof to consummate the disposition of such Registrable Securities; (viivi) in connection with an Underwritten Offeringfurnish to each seller of Registrable Securities a signed counterpart, obtain for each Selling Holder addressed to such seller, and underwriterthe underwriters, if any, of: (1A) an opinion of counsel for the Company, covering dated the matters customarily covered effective date of such registration statement (or, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement),reasonably satisfactory in opinions requested form and substance to such seller) including that the prospectus and any prospectus supplement forming a part of the Registration Statement does not contain an untrue statement of a material fact or omits a material fact required to be stated therein or necessary in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwritersorder to make the statements therein, in light of the circumstances under which they were made, not misleading, and (2B) a “"comfort” " letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “"comfort” " letter specified in Statement on Auditing Standards No. 72, an “"agreed upon procedures” " letter) ), dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter of like kind dated the date of the closing under the underwriting agreement), signed by the independent registered public accountants who have certified the Company’s 's financial statements statement included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, covering substantially the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information same matters with respect to such registration statement (iand the prospectus included therein) or (ii) such holder and, in the case of Registrable Securities requesting such information agreesthe accountants' letter, and causes each of its Inspectors, with respect to enter into a confidentiality agreement on terms reasonably acceptable events subsequent to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure date of such Records is sought financial statements, as are customarily covered in a court opinions of competent jurisdiction, give notice issuer's counsel and in accountants' letters delivered to the Company and allow underwriters in underwritten public offerings of securities (with, in the Companycase of an "agreed upon procedures" letter, at its expensesuch modifications or deletions as may be required under Statement on Auditing Standards No. 35) and, to undertake appropriate action and to prevent disclosure in the case of the Records deemed confidential; accountants' letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as such seller (viii) promptly notify in writing each Selling Holder and or the underwriters, if any, of ) may reasonably request; (vii) notify the following eventsSellers' Representative and its counsel promptly and confirm such advice in writing promptly after the Company has knowledge thereof: (1A) when the filing of the registration statementRegistration Statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus thereto or post-effective amendment to the registration statement Registration Statement has been filed, and, with respect to the registration statement Registration Statement or any post-effective amendment thereto, when the same has become effective; (2B) of any request by the Commission for amendments or supplements to the registration statement Registration Statement or the prospectus or for additional information; (3C) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement Registration Statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ixviii) notify each Selling Holderseller of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact facts required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing, and, and at the request of any Selling Holder, such seller promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing; (xix) make every reasonable effort use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statementthe Registration Statement at the earliest possible moment; (xix) otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make available to Selling Holdersits security holders, as promptly soon as reasonably practicable, an earnings statement covering the period of at least 12 twelve months, but not more than 18 eighteen months, beginning with the first day of the Company’s first full quarter calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xi) enter into such agreements and take such other actions as the Sellers' Representative shall reasonably request in writing (at the expense of the requesting or benefiting sellers) in order to expedite or facilitate the disposition of such Registrable Securities; and (xii) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate; (xiii) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its commercially reasonable best efforts to cooperate as reasonably requested list all Registrable Securities covered by the Selling Holders and the underwriters in the offering, marketing or selling such registration statement on any securities exchange on which any of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange ActSecurities are then listed. The Company may require each Selling Holder and each underwriter, if any, seller of Registrable Securities as to which any registration is being effected to furnish the Company in writing such information regarding each Selling Holder or underwriter such seller and the distribution of such Registrable Securities securities as the Company may from time to time reasonably request in writing. The Company will not file any registration statement pursuant to complete Section 2.1, or amend amendment thereto or any prospectus or any supplement thereto (including such documents incorporated by reference and proposed to be filed after the information initial filing of the Registration Statement) to which the Sellers' Representative shall reasonably object, provided that the Company may file such documents in a form required by such registration statement. (b) Without limiting any law or upon the advice of the foregoing, in the event that the offering its counsel. The Company represents and warrants to each holder of Registrable Securities is that it has obtained all necessary waivers, consents and authorizations necessary to be made execute this Agreement and consummate the transactions contemplated hereby other than such waivers, consents and/or authorizations specifically contemplated by or through an underwriterthe Securities Purchase Agreement. Each Fund agrees that, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening occurrence of any event of the kind described in subdivision (viii) of this Section 3.6(a)(ix)2.3, such Selling Holder shall Fund will forthwith discontinue such Selling Holder’s Fund's disposition of Registrable Securities pursuant to the applicable registration statement and prospectus Registration Statement relating thereto to such Registrable Securities until such Selling Holder’s Fund's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (viii) of this Section 3.6(a)(ix) 2.3 and, if so directed by the Company, will deliver to the Company, Company (at the Company’s 's expense, ) all copies, other than permanent file copies, then in such Selling Holder’s Fund's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.

Registration Procedures. (a) If and whenever the Company is required Whenever any Holder has requested that any shares of Common Stock be registered pursuant to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.21.1, 1.2 or 1.3 hereof, the Company shall shall, as promptly expeditiously as practicable (in each case, to the extent applicable):reasonably possible: (ia) prepare and file with the Commission SEC a registration statement with respect to effect such registration, shares and use its reasonable best efforts to cause such registration statement to become effective at the earliest possible date permitted under the rules and regulations of the Commission, and as soon as reasonably practicable thereafter use commercially reasonable efforts to cause such registration statement to remain effective pursuant to the terms of this Agreement; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further (provided that before filing such a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of Registrable Securities which are to be included in for such registration (“Selling Holders”) Holder with copies of all such documents proposed to be filed) and to cause such registration statement to comply as to form and content in all material respects with the SEC's forms, which documents will be subject to the review of such counsel, rules and such review to be conducted with reasonable promptnessregulations; (iib) prepare and file with the Commission SEC such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective and to comply with the provisions for a period of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or not less than 120 days (i) 2 years in the case of a Demand Registration registration pursuant to Section 3.1, 1.3 hereof) or until such Holder has completed the expiration of 60 days after distribution described in such registration statement becomes effectivestatement, or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effectivewhichever occurs first; (iiic) furnish to each Selling such Holder and each underwriter, if any, of the securities being sold by such Selling Holder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such number of copies of such registration statement, each amendment and supplement thereto, the prospectus contained included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act), in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents as such Selling Holder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerrequest; (ivd) use commercially its reasonable efforts to register or qualify such Registrable Securities covered by such registration statement shares under such other securities laws or blue sky laws of such jurisdictions as any Selling such Holder requests (and any underwriter to maintain such registrations and qualifications effective for a period of 120 days (2 years in the securities being sold by case of a registration pursuant to Section 1.3 hereof) or until such Selling Holder shall reasonably requesthas completed the distribution of such shares, whichever occurs first), and take to do any and all other action acts and things which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holder, except shares (provided that the Company shall will not for any such purpose be required to (i) qualify generally to do business as a foreign corporation in any jurisdiction wherein where it would not be required but for the requirements of this clause subsection (iv4), (ii) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction jurisdiction, or to (iii) file a any general consent to service of process in any such jurisdiction; (v) use commercially reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition of such Registrable Securities; (vii) in connection with an Underwritten Offering, obtain for each Selling Holder and underwriter: (1) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, provided that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable notwithstanding anything to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought contrary in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events: (1) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement and, this Agreement with respect to the registration statement bearing of expenses, if any such jurisdiction shall require that expenses incurred in connection with the qualification of such shares in that jurisdiction be borne in part or any post-effective amendment theretofull by such Holder, when then such Holder shall pay such expenses to the same has become effectiveextent required by such jurisdiction; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ixe) notify each Selling such Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities ActAct within the period that the Company is required to keep the registration statement effective, upon discovery that, or upon of the happening of any event as a result of which, which the prospectus included in any such registration statement, as then in effect, includes statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, andand promptly prepare, at the request of any Selling Holder, promptly prepare file and furnish to such seller a reasonable number of copies of the Holder a supplement or amendment to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiesshares, such prospectus shall will not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or or, in light of the circumstances then existing, necessary to make the statements therein not misleading; (xf) make every reasonable effort cause all such shares to obtain be listed on securities exchanges, if any, on which similar securities issued by the withdrawal of any order suspending Company are then listed; (g) provide a transfer agent and registrar for all such shares not later than the effectiveness effective date of such registration statement; (xih) otherwise use commercially enter into such customary agreements and take all such other actions as such Holder reasonably requests (and subject to its reasonable efforts approval) in order to comply with all applicable rules and regulations expedite or facilitate the disposition of the Commission, and such shares; (i) make available for inspection by such Holder, by any underwriter participating in any distribution pursuant to Selling Holders, as promptly as practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first day of the Company’s first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(aand by any attorney, accountant or other agent retained by such Holder or by any such underwriter, all financial and other records, pertinent corporate documents, and properties (other than confidential intellectual property) of the Securities Act and Rule 158 thereunderCompany; (xiij) cooperate with if the sellers offering is underwritten and at the managing underwriter request of any seller of Registrable Securities, use its best efforts to facilitate furnish on the timely preparation date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and delivery to such seller, stating that such registration statement has become effective under the Act and that (A) to the best knowledge of certificates such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act, (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any B) the registration statement, the related prospectus and enable each amendment or supplement thereof comply as to form in all material respects with the requirements of the Act (except that such securities counsel need not express any opinion as to financial statements or other financial or statistical data contained therein), (C) to such other customary matters as reasonably may be in requested by counsel for the underwriters or by such denominations seller or its counsel and registered in such names (D) (not an opinion but as the managing underwriter or such sellers may request and keep available and make available a negative assurance) that to the Company’s transfer agent prior to the effectiveness best knowledge of such counsel, such registration statement does not contain a supply material misrepresentation or omission to state a material fact necessary to make the statements therein not misleading; and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Act and that, in the opinion of such certificates as necessary or appropriate; (xiii) have appropriate officers accountants, the financial statements of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate included in the registration statement or any the prospectus, pursuant or any amendment or supplement thereof, comply as to a supplement or post-effective amendment if necessaryform in all material respects with the applicable accounting requirements of the Act, and such letter shall additionally cover such other financial matters (including information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan period ending no more than five business days prior to the date of Distribution” of the Registrable Securities; (xvsuch letter) cooperate and assist in any filings required with respect to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRAsuch registration as such underwriters reasonably may request; and (xvik) otherwise use commercially reasonable efforts in connection with an underwritten offering pursuant to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act. The Company may require each Selling Holder and each underwritera registration statement filed pursuant to Section 1.1 hereof, if any, to furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statement. (b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or in customary form and containing customary provisions, including provisions for indemnification of underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6(a)(ix) andcontribution, if so directed requested by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commissionunderwriter.

Registration Procedures. (a) If and whenever the Company is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 2.1 and 3.22.2, the Company shall will, as promptly expeditiously as practicable (in each case, to the extent applicable):possible: (i) prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission a the requisite registration statement to effect such registration, cause such registration statement to become effective at the earliest possible date permitted under the rules and regulations of the Commission, and thereafter use commercially reasonable its best efforts to cause such registration statement to remain effective pursuant to the terms of this Agreementbecome effective; provided, however, that the Company may discontinue any registration of its securities which that are not Registrable Securities (and, under the circumstances specified in Sections 2.2(a) or 2.6, if applicable, its securities that are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness; (ii) prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement until the earlier of (a) such time as all of such securities Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or and (ib) in 180 days after the case effective date of a Demand Registration such registration statement, except with respect to any registration statement filed pursuant to Section 3.1Rule 415 under the Securities Act if the Company is eligible to file a registration statement on Form S-3, in which case the expiration of 60 days after Company shall use its best efforts to keep the registration statement effective and updated, from the date such registration statement becomes effective, or (ii) in is declared effective until such time as all of the case of a Piggyback Registration pursuant Registrable Securities cease to Section 3.2, the expiration of 60 days after such registration statement becomes effectivebe Registerable Securities; (iii) furnish to each Selling Holder and each underwriter, if any, seller of the securities being sold Registrable Securities covered by such Selling Holder registration statement, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents documents, as such Selling Holder and underwriter, if any, seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerrequest; (iv) use commercially reasonable its best efforts (x) to register or qualify such all Registrable Securities and other securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter States of the securities being sold United States of America where an exemption is not available and as the sellers of Registrable Securities covered by such Selling Holder registration statement shall reasonably request, (y) to keep such registration or qualification in effect for so long as such registration statement remains in effect and (z) to take any other action which that may be reasonably necessary or advisable to enable such Selling Holder and underwriter sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned securities to be sold by such Selling Holdersellers, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause subdivision (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction qualified or to file a general consent to general service of process in any such jurisdiction; (v) use commercially reasonable its best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the Selling Holder(s) seller or sellers thereof to consummate the disposition of such Registrable Securities; (viivi) in connection with an Underwritten Offering, obtain for each Selling Holder and underwriter: (1) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72an underwritten or "best efforts" offering, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, furnish at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events: (1) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ix) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any Selling Holder, promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (x) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement; (xi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to Selling Holders, as promptly as practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first day of the Company’s first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions to each seller of Section 11(a) of the Securities Act and Rule 158 thereunder; (xii) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statementRegistrable Securities, and enable each such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate; (xiii) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act. The Company may require each Selling Holder and each underwriterseller's underwriters, if any, to furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statement. (b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account signed counterpart of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6(a)(ix) and, if so directed by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.:

Registration Procedures. (a) If and whenever Whenever, pursuant to Section 2 or 3 hereof, Holders of Restricted Stock have requested that any Restricted Stock be registered, the Company is required shall, subject to the provisions of Section 5 hereof, use commercially reasonable efforts to effect the registration and the sale or distribution of such Restricted Stock in accordance with the intended method of disposition thereof as promptly as practicable, and in connection with any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2such request, the Company shall as promptly as practicable (in each case, to the extent applicable):shall: (ia) in connection with a request pursuant to Section 2 hereof, prepare and file with the Commission SEC, not later than 45 days after receipt of such a request, a registration statement to effect on any form for which the Company then qualifies and which counsel for the Company shall deem appropriate and which form shall be available for the sale or distribution of such registration, cause such registration statement to become effective at Restricted Stock in accordance with the earliest possible date permitted under the rules and regulations intended method of the Commissiondistribution thereof, and thereafter use commercially reasonable efforts to cause such registration statement to remain effective pursuant become effective; provided that if the Company shall furnish to the terms Holders making such a request a certificate signed by either the chief executive officer or the chief financial officer of this Agreementthe Company stating that in the good faith judgment of the Company's board of directors, it would be significantly disadvantageous to the Company for such a registration statement to be filed on or before the date filing would otherwise be required hereunder and explaining the reasons therefor, the Company shall have an additional period of not more than 90 days within which to file such registration statement; providedand, howeverprovided further, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that (i) before filing such a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the one counsel selected by the holders Holders of Registrable Securities which are to be included in a majority of the shares or other units of Restricted Stock covered by such registration (“Selling Holders”) statement copies of all such documents proposed to be filed, which documents will be subject to the review and comment of such counselcounsel and (ii) after the filing of the registration statement, the Company shall promptly notify each Selling Holder of Restricted Stock of any stop order issued or, to the knowledge of the Company, threatened by the SEC and take all reasonable actions to prevent the entry of such review stop order or to be conducted with reasonable promptnessremove it if entered; (iib) in connection with a request pursuant to Section 2 hereof, prepare and file with the Commission SEC such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective for a period of not less than 90 days or such shorter period as shall terminate when the distribution of all Restricted Stock covered by such registration statement shall have terminated and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of during such time as all of such securities have been disposed of period in accordance with the intended methods of disposition by the seller or sellers Selling Holders thereof set forth in such registration statement or (i) in the case of a Demand Registration pursuant to Section 3.1, the expiration of 60 days after such registration statement becomes effective, or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effectivestatement; (iiic) as soon as reasonably practicable, furnish to each Selling Holder Holder, prior to filing a registration statement, copies of such registration statement as proposed to be filed and each underwriter, if any, of the securities being sold by thereafter furnish to such Selling Holder such number of conformed copies of such registration statement and of statement, each amendment and supplement thereto (in each case including all exhibits)thereto, such number of copies of the prospectus contained included in such registration statement (including each any preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents as such Selling Holder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities Restricted Stock owned by such sellerSelling Holder; (ivd) use commercially its reasonable efforts to register or qualify such Registrable Securities covered by such registration statement Restricted Stock under such other securities laws or blue sky laws of Canada and of such jurisdictions within the United States and Canada as any Selling Holder and any underwriter reasonably (in light of the securities being sold by such Selling Holder shall reasonably request, Holder's intended plan of distribution) requests and take do any and all other action acts and things which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities Restricted Stock owned by such Selling Holder, except ; provided that the Company shall not for any such purpose be required to (i) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any jurisdiction or (ii) take any action that would subject itself to taxation in any such jurisdiction; (ve) use commercially reasonable efforts to cause promptly notify each Selling Holder of such Registrable Securities Restricted Stock, at any time when a prospectus relating thereto is required to be listed on each securities exchange on which similar securities issued by delivered under the Securities Act, of the occurrence of any event known to the Company are then listed andrequiring the preparation of a supplement or amendment to such prospectus so that, if no as thereafter delivered to the purchasers or recipients of such securities are so listedRestricted Stock, use commercially reasonable efforts such prospectus will not contain an untrue statement of a material fact or omit to cause such Registrable Securities state any material fact required to be listed on stated therein or necessary to make the New York Stock Exchange statements therein not misleading and promptly make available to each Selling Holder any such supplement or the Nasdaq Stock Marketamendment; (vi) use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition of such Registrable Securities; (viif) in connection with a request pursuant to Section 2 hereof, enter into an Underwritten Offeringunderwriting agreement in customary form, obtain for each Selling Holder the form and underwriter: (1) an opinion substance of counsel for such underwriting agreement being subject to the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary reasonable satisfaction of the Company or any business acquired by and a majority in interest of the Company from which financial statements and financial data are, or are required to be, included in the registration statement)Selling Holders; (3g) promptly make available for inspection by any sellerSelling Holder, any underwriter participating in any disposition sale or distribution pursuant to any such registration statement, statement and any attorney, accountant or other agent or representative retained by any such seller Selling Holder or underwriter (collectively, the “"Inspectors”), ") all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “"Records”), ") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors 's officers and employees to supply all information reasonably requested for such purpose by any such Inspector in connection with such registration statement; providedprovided that the Company shall have no obligation to permit such access to the Records or its officers or employees in a manner that would unreasonably disrupt the normal conduct of its business operations; (h) in the event such sale is pursuant to an underwritten offering, howeveruse its reasonable efforts to obtain a comfort letter or letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter reasonably requests; and (i) otherwise use its reasonable efforts to comply with all applicable rules and regulations of the SEC and make available to its security holders, thatas soon as reasonably practicable, unless an earnings statement complying with the disclosure provisions of Section 11(a) of the Securities Act (including, at the option of the Company, pursuant to Rule 158 (or any successor provision) under the Securities Act). Upon receipt of any notice from the Company of the occurrence of any event of the kind described in subsection (e) hereof, such Records is necessary Selling Holder shall forthwith discontinue all offerings, sales and other dispositions of Restricted Stock pursuant to avoid or correct a misstatement or omission in the registration statement covering such Restricted Stock until such Selling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection (e) hereof. In the release of event the Company shall give any such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdictionnotice, the Company shall not extend the period during which such registration statement shall be required maintained effective pursuant to provide any information under this subparagraph Agreement (viiiincluding the period referred to in subsection (b) if (ihereof) by the Company believes, after consultation with counsel for number of days during the Company, that to do so would cause period from and including the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) date of the Company has requested and been granted from the Commission confidential treatment giving of such information contained in any filing with notice pursuant to subsection (b) hereof to and including the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement first date on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing which each Selling Holder and covered by such registration statement shall have received the underwriters, if any, copies of the following events: supplemented or amended prospectus contemplated by subsection (1e) hereof. Each Selling Holder shall notify the filing Company if any event relating to such Selling Holder occurs which would require the preparation of the registration statement, the prospectus a supplement or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for so that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ix) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any Selling Holder, promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (x) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement; (xi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to Selling Holders, as promptly as practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first day of the Company’s first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xii) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate; (xiii) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act. The Company may require each Selling Holder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statement. (b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6(a)(ix) and, if so directed by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.

Registration Procedures. (a) If and whenever the Company is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2Section 2.1 and, as applicable, 2.2, the Company shall shall, as promptly expeditiously as practicable (in each case, to the extent applicable):possible: (ia) prepare and file with the Commission a registration statement the Registration Statement or amendments thereto, to effect such registration, cause registration (including such registration statement to become effective at audited financial statements as may be required by the earliest possible date permitted under Securities Act or the rules and regulations of the Commission, promulgated thereunder) and thereafter use its commercially reasonable best efforts to cause such registration statement to remain be declared effective by the Commission, as soon as practicable, but in any event no later than the Required Effectiveness Date (with respect to a registration pursuant to the terms of this AgreementSection 2.1); provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders Holders of Registrable Securities which are to be included in such registration (“Selling Holders”) registration, copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness; (iib) with respect to any registration statement pursuant to Section 2.1, prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement until the earlier to occur of five (5) years after the date of this Agreement (subject to the right of the Company to suspend the effectiveness thereof for not more than 10 consecutive days or an aggregate of 30 days in such five (5) years period) or such time as all of such the securities have been disposed which are the subject of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or cease to be Registrable Securities (i) such period, in the case of a Demand Registration pursuant to Section 3.1each case, the expiration of 60 days after such registration statement becomes effective, or (ii) in the case of a Piggyback "Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effectiveMaintenance Period"); (iiic) furnish to each Selling Holder and each underwriter, if any, seller of the securities being sold Registrable Securities covered by such Selling Holder registration statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents documents, as such Selling Holder seller and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; (ivd) use its commercially reasonable best efforts to register or qualify such all Registrable Securities and other securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling Holder seller thereof shall reasonably request, to keep such registrations or qualifications in effect for so long as such registration statement remains in effect, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter seller to consummate the disposition in such jurisdictions of the Registrable Securities securities owned by such Selling Holderseller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause subdivision (ivd) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction qualified or to file a general consent to general service of process in any such jurisdiction; (ve) use its commercially reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) seller or sellers thereof to consummate the disposition of such Registrable Securities; (viif) in connection with an Underwritten Offeringfurnish to each seller of Registrable Securities a signed counterpart, obtain for each Selling Holder addressed to such seller, and underwriterthe underwriters, if any, of: (1) an opinion of counsel for the Company, covering dated the matters customarily covered effective date of such registration statement (or, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), reasonably satisfactory in opinions requested form and substance to such seller including that the prospectus and any prospectus supplement forming a part of the Registration Statement does not contain an untrue statement of a material fact or omits a material fact required to be stated therein or necessary in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwritersorder to make the statements therein, in light of the circumstances under which they were made, not misleading, and (2) a “"comfort” " letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “"comfort” " letter specified in Statement on Auditing Standards No. 72, an “"agreed upon procedures” " letter) ), dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter of like kind dated the date of the closing under the underwriting agreement), signed by the independent registered public accountants who have certified the Company’s 's financial statements statement included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, covering substantially the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information same matters with respect to such registration statement (iand the prospectus included therein) or (ii) such holder and, in the case of Registrable Securities requesting such information agreesthe accountants' letter, and causes each of its Inspectors, with respect to enter into a confidentiality agreement on terms reasonably acceptable events subsequent to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure date of such Records is sought financial statements, as are customarily covered in a court opinions of competent jurisdiction, give notice issuer's counsel and in accountants' letters delivered to the Company and allow underwriters in underwritten public offerings of securities (with, in the Companycase of an "agreed upon procedures" letter, at its expensesuch modifications or deletions as may be required under Statement on Auditing Standards No. 35) and, to undertake appropriate action and to prevent disclosure in the case of the Records deemed confidential; accountants' letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as such seller (viii) promptly notify in writing each Selling Holder and or the underwriters, if any, of ) may reasonably request; (g) notify the following eventsSellers' Representative and its counsel promptly and confirm such advice in writing promptly after the Company has knowledge thereof: (1) when the filing of the registration statementRegistration Statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus thereto or post-effective amendment to the registration statement Registration Statement has been filed, and, with respect to the registration statement Registration Statement or any post-effective amendment thereto, when the same has become effective; (2) of any request by the Commission for amendments or supplements to the registration statement Registration Statement or the prospectus or for additional information; (3) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement Registration Statement or the initiation of any proceedings by any Person for that purpose;; and (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ixh) notify each Selling Holderseller of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact facts required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing, and, and at the request of any Selling Holder, such seller promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing; (xi) make every reasonable effort use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statementthe Registration Statement at the earliest possible moment; (xij) otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make available to Selling its security Holders, as promptly soon as reasonably practicable, an earnings statement covering the period of at least 12 twelve months, but not more than 18 eighteen months, beginning with the first day of the Company’s first full quarter calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xiik) cooperate with enter into such agreements and take such other actions as the sellers and Sellers' Representative shall reasonably request in writing (at the managing underwriter expense of the requesting or benefiting seller) in order to expedite or facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness disposition of such registration statement a supply of such certificates as necessary or appropriate;Registrable Securities; and (xiiil) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its commercially reasonable best efforts to cooperate as reasonably requested list all Registrable Securities covered by the Selling Holders and the underwriters in the offering, marketing or selling such registration statement on any securities exchange on which any of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange ActSecurities are then listed. The Company may require each Selling Holder and each underwriter, if any, seller of Registrable Securities as to which any registration is being effected to furnish the Company in writing such information regarding each Selling Holder or underwriter such seller and the distribution of such Registrable Securities securities as the Company may from time to time reasonably request in writing. The Company will not file any registration statement pursuant to complete Section 2.1, or amend amendment thereto or any prospectus or any supplement thereto (including such documents incorporated by reference and proposed to be filed after the information initial filing of the Registration Statement) to which the Sellers' Representative shall reasonably object, provided that the Company may file such documents in a form required by such registration statement. (b) Without limiting any law or upon the advice of the foregoing, in the event that the offering its counsel. The Company represents and warrants to each holder of Registrable Securities is that it has obtained all necessary waivers, consents and authorizations necessary to be made execute this Agreement and consummate the transactions contemplated hereby other than such waivers, consents and/or authorizations specifically contemplated by or through an underwriterthe Securities Purchase Agreement. The Fund agrees that, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening occurrence of any event of the kind described in subdivision (h) of this Section 3.6(a)(ix)2.3, such Selling Holder shall the Fund will forthwith discontinue such Selling Holder’s the Fund's disposition of Registrable Securities pursuant to the applicable registration statement and prospectus Registration Statement relating thereto to such Registrable Securities until such Selling Holder’s Fund's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (h) of this Section 3.6(a)(ix) 2.3 and, if so directed by the Company, will deliver to the Company, Company (at the Company’s 's expense, ) all copies, other than permanent file copies, then in such Selling Holder’s the Fund's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.

Registration Procedures. (a) If and whenever the Company is required to use commercially reasonable its best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2Section 6.1 or 6.2 hereof, the Company shall will, as promptly expeditiously as practicable (in each case, to the extent applicable):possible: (i) prepare and Prepare and, in any event within sixty (60) calendar days after the end of the period within which requests for registration may be given to the Company (or within ninety (90) days after the end of such period if such period ends during the first month or the last month of the Company’s fiscal year), file with the Commission a registration statement with respect to effect such registration, cause such registration statement to become effective at the earliest possible date permitted under the rules Registrable Securities and regulations of the Commission, and thereafter use commercially reasonable its best efforts to cause such registration statement to become and remain effective pursuant to effective; provided that, in the terms case of this Agreement; provideda registration provided for in Section 6.1 or 6.2 hereof, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that before filing such a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) Requesting Holders copies of all such documents proposed to be filed, which documents will be subject to the timely and reasonable review of such counsel; and provided, and such review further, that the Company may discontinue any registration of its securities that is being effected pursuant to be conducted with reasonable promptness;Section 6.2 at any time prior to the effective date of the registration statement relating thereto. (ii) prepare Prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective for a period as may be requested by the Requesting Holders not exceeding nine (9) months and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of during such time as all of such securities have been disposed of period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or (i) in the case of a Demand Registration pursuant to Section 3.1, the expiration of 60 days after such registration statement becomes effective, or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effective;statement. (iii) furnish Furnish to each Selling Holder holder of Registrable Securities covered by the registration statement and to each underwriter, if any, of the securities being sold by such Selling Holder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), Registrable Securities such number of copies of the a prospectus contained in such registration statement (including each and preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, for delivery in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents as such Selling Holder and underwriter, if any, Person may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;Securities. (iv) use commercially reasonable Use its best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling Holder each seller shall reasonably request, and take do any and all other action acts and things which may be reasonably necessary or advisable to enable such Selling Holder and underwriter seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holderseller in such jurisdictions, except that the Company shall not for any such purpose be required (A) to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not where, but for the requirements of this clause (iv) be obligated to be Section 6.3(a)(iv), it is not then so qualified, or (B) to subject itself to taxation in any such jurisdiction jurisdiction, or (C) to file a take any action which would subject it to general consent to or unlimited service of process in any such jurisdiction;jurisdiction where it is not then so subject. (v) use commercially reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable Use its best efforts to cause such Registrable Securities covered by such registration statement to be registered or qualified with or approved by such other governmental agencies or authorities (including, without limitation, state securities commissions) as may be necessary to enable the Selling Holder(s) seller or sellers thereof to consummate the disposition of such Registrable Securities;, subject, however, to the limitations set forth in clauses (A), (B) and (C) of Section 6.3(a)(iv) hereof. (viivi) in connection with an Underwritten Offering, obtain for Immediately notify each Selling Holder and underwriter: (1) an opinion seller of counsel for the Company, covering the matters customarily Registrable Securities covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events: (1) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ix) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities ActAct within the appropriate period mentioned in Section 6.3(a)(ii), upon discovery that, or upon if the happening of any event as a result of which, Company becomes aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in light of the circumstances then existing; use its best efforts to prepare and file an appropriate amendment or supplement to such prospectus and to cause such amendment or supplement to become effective; and, at the request of any Selling Holdersuch seller, promptly prepare and furnish to such seller deliver a reasonable number of copies of a supplement to an amended or an amendment of such supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;misleading in the light of the circumstances then existing. (xvii) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement; (xi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to Selling Holders, as promptly as practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first day of the Company’s first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xii) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate; (xiii) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise Otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under make generally available to its security holders, in each case as soon as practicable, but not later than ninety (90) calendar days after the rules and regulations close of the Exchange period covered thereby (one hundred eighty (180) calendar days in case the period covered corresponds to a fiscal year of the Company), an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act. The Company may require each Selling Holder and each underwriter. (viii) Use its best efforts in cooperation with the underwriters, if any, to furnish list such Registrable Securities on each securities exchange as they may reasonably designate, which securities exchanges shall be acceptable to the Company. (ix) In the event the offering is an Underwritten Offering, use its best efforts to obtain a “cold comfort” letter from the independent public accountants for the Company in writing customary form and covering such information regarding each Selling Holder or underwriter and matters of the distribution type customarily covered by such letters as the Requesting Holders reasonably request in order to effect an Underwritten Offering of such Registrable Securities Securities. (x) Execute and deliver all instruments and documents (including in an Underwritten Offering an underwriting agreement in customary form) and take such other actions and obtain such certificates and opinions as the Company may from time to time Requesting Holders reasonably request in order to complete or amend the information required by effect an underwritten public offering of such registration statementRegistrable Securities. (b) Without limiting any of the foregoing, in the event that the offering Each holder of Registrable Securities is to be made by or through an underwriterwill, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix6.3(a)(vi), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of the Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto covering such Registrable Securities until such Selling Holderholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6(a)(ix6.3(a)(vi). (c) andIf a registration pursuant to Section 6.1 or 6.2 hereof involves an Underwritten Offering, each holder of Registrable Securities agrees, whether or not such holder’s Registrable Securities are included in such registration, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities or of any security convertible into or exchangeable or exercisable for any Registrable Securities (other than as part of such Underwritten Offering), without the consent of the managing underwriter, during a period commencing seven (7) days before and ending one hundred eighty (180) days (or such lesser number as the managing underwriter shall designate) after the effective date of such registration. (d) If a registration pursuant to Section 6.1 or 6.2 involves an Underwritten Offering, the Company agrees, if so directed required by the Companymanaging underwriter, deliver not to effect any public sale or distribution of any of its equity or debt securities, as the case may be, or securities convertible into or exchangeable or exercisable for any of such equity or debt securities, as the case may be, during a period commencing seven (7) days before and ending one hundred eighty (180) (or such lesser number as the managing underwriter shall designate) days after the effective date of such registration, except for such Underwritten Offering or except in connection with a stock option plan, stock purchase plan, savings or similar plan, or an acquisition, merger or exchange offer. (e) If a registration pursuant to Section 6.1 or 6.2 involves an Underwritten Offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing, prior to the Companyeffective date of the registration statement filed in connection with such registration, at not to register such securities in connection with such registration, unless such holder has agreed with the Company’s expenseCompany or the managing underwriter to limit its right under this Section 6.3. (f) In any registration pursuant to Section 6.1 or 6.2, all copies, other than permanent file copies, then each holder of Registrable Securities requesting to be included in such Selling Holder’s possession registration shall furnish to the Company all such information as the Company may reasonably request from such holder concerning such holder and its intended method of distribution of Registrable Securities to enable the Company to include such information in the registration statement. (g) It is understood that in any Underwritten Offering in addition to any shares of stock (the “initial shares”) the underwriters have committed to purchase, the underwriting agreement may grant the underwriters an option to purchase up to a number of additional shares of stock (the “option shares”) equal to fifteen percent (15%) of the prospectus current at initial shares (or such other maximum amount as the time National Association of receipt Securities Dealers, Inc. may then permit), solely to cover over-allotments. Shares of stock proposed to be sold by the Company and the other sellers shall be allocated between initial shares and option shares as agreed or, in the absence of agreement, on a pro rata basis among all such notice relating holders on the basis of the relative number of shares of Registrable Securities each such holder has requested to be included in such Registrable Securities. In registration. (h) Notwithstanding anything to the event contrary herein, the Company shall give not be required to include any Registrable Securities of any holder in the event that the Company shall obtain an opinion of its counsel that all such notice, any applicable 60-day period during which such requested Registrable Securities may then be sold without registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event under Rule 144 or other provision of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the CommissionSecurities Act.

Registration Procedures. (a) If and whenever the Company is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities 1933 Act as provided in Sections 3.1 and 3.2Section 2.2 and, as applicable, 2.3, the Company shall shall, as promptly expeditiously as practicable (in each case, to the extent applicable):possible: (i) prepare and file with the Commission a registration statement SEC the Registration Statement, or amendments thereto, to effect such registration, cause registration (including such registration statement to become effective at audited financial statements as may be required by the earliest possible date permitted under 1933 Act or the rules and regulations of the Commission, promulgated thereunder) and thereafter use its commercially reasonable best efforts to cause such registration statement to remain be declared effective by the SEC, as soon as practicable, but in any event no later than the Required Effectiveness Date (with respect to a registration pursuant to the terms of this AgreementSection 2.2); provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) registration, copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness; (ii) with respect to any registration statement pursuant to Section 2.2 or Section 2.3, prepare and file with the Commission SEC such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities 1933 Act with respect to the disposition of all securities Registrable Securities covered by such registration statement until the earlier to occur of thirty six (36) months after the date of this Agreement (subject to the right of the Company to suspend the effectiveness thereof for not more than 15 consecutive Trading Days or an aggregate of 20 Trading Days during each year (each a “Black-Out Period”)) or such time as all of such the securities have been disposed which are the subject of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or cease to be Registrable Securities (i) such period, in the case of a Demand Registration pursuant to Section 3.1each case, the expiration of 60 days after such registration statement becomes effective, or “Registration Maintenance Period”). The Company must notify the Investor within twenty four (ii24) in the case of a Piggyback Registration pursuant hours prior to Section 3.2, the expiration of 60 days after such registration statement becomes effectiveany Black-Out Period; (iii) furnish to each Selling Holder and each underwriter, if any, holder of the securities being sold Registrable Securities covered by such Selling Holder registration statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities 1933 Act, in conformity with the requirements of the Securities 1933 Act, and any Issuer Free Writing Prospectus and such other documents documents, as such Selling Holder holder of Registrable Securities and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerholder of Registrable Securities; (iv) use its commercially reasonable best efforts to register or qualify such all Registrable Securities and other securities covered by such registration statement under such other U.S. federal or state securities laws or U.S. state blue sky laws of such jurisdictions as any Selling Holder and any underwriter U.S. holder of the securities being sold by such Selling Holder Registrable Securities thereof shall reasonably request, to keep such registrations or qualifications in effect for so long as such registration statement remains in effect, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter holder of Registrable Securities to consummate the disposition in such jurisdictions of the Registrable Securities securities owned by such Selling Holderholder of Registrable Securities, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause subdivision (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction qualified or to file a general consent to general service of process in any such jurisdiction; (v) use its commercially reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) U.S. holder of Registrable Securities thereof to consummate the disposition of such Registrable Securities; (viivi) in connection with an Underwritten Offeringfurnish to each holder of Registrable Securities a signed counterpart, obtain for each Selling Holder addressed to such holder of Registrable Securities, and underwriter: (1) the underwriters, if any, of an opinion of counsel for the Company, covering dated the matters customarily covered effective date of such registration statement (or, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), such opinion to be in opinions requested in underwritten offerings and such other matters the form filed as may be reasonably requested by such Selling Holder and underwritersExhibit 5 to the registration statement, and (2vii) a “comfort” letter (or, notify the Investor and its counsel promptly and confirm such advice in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) writing promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following eventsknowledge thereof: (1a) when the filing of the registration statementRegistration Statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus thereto or post-effective amendment to the registration statement Registration Statement has been filed, and, with respect to the registration statement Registration Statement or any post-effective amendment thereto, when the same has become effective; (2b) of any request by the Commission SEC for amendments or supplements to the registration statement Registration Statement or the prospectus or for additional information; (3c) of the issuance by the Commission SEC of any stop order suspending the effectiveness of the registration statement Registration Statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5d) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ixviii) notify each Selling Holderholder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact facts required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing, and, and at the request of any Selling Holder, such holder of Registrable Securities promptly prepare and furnish to such seller holder of Registrable Securities a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing; (xix) make every use its commercially reasonable effort best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statementthe Registration Statement at the earliest possible moment; (xix) otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and make available to Selling Holdersits security holders, as promptly soon as reasonably practicable, an earnings statement covering the period of at least 12 twelve months, but not more than 18 eighteen months, beginning with the first day of the Company’s first full quarter calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities 1933 Act and Rule 158 thereunder; (xi) enter into such agreements and take such other actions as the Investor shall reasonably request in writing (at the expense of the requesting or benefiting Investor) in order to expedite or facilitate the disposition of such Registrable Securities; and (xii) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate; (xiii) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its commercially reasonable best efforts to cooperate as reasonably requested list all Registrable Securities covered by the Selling Holders and the underwriters in the offering, marketing or selling such registration statement on any securities exchange on which any of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange ActSecurities are then listed. The Company may require each Selling Holder and each underwriter, if any, holder of Registrable Securities as to which any registration is being effected to furnish the Company in writing such information regarding each Selling Holder or underwriter such holder of Registrable Securities and the distribution of such Registrable Securities securities as the Company may from time to time reasonably request to complete or amend in writing, including (a) furnish the information required as to any shares of Common Stock or other securities of the Company owned by the holder, the holder’s proposed plan of distribution, any relationship between the holder and the Company and any other information which the Company reasonably requests in connection with the preparation of the registration statement and update such registration statement.information immediately upon the occurrence of any events or condition which make the information concerning the Seller inaccurate in any material respect; (b) Without limiting not sell any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement except in the manner set forth in the Registration Statement; (c) comply with the prospectus delivery requirements and prospectus relating thereto until such Selling Holder’s receipt the provisions of Regulation M of the copies of SEC pursuant to the supplemented 1933 Act to the extent that such regulation is applicable to the holder; (d) not sell or amended prospectus contemplated by Section 3.6(a)(ix) and, otherwise transfer or distribute any Registrable Securities if so directed by the holder possesses any material nonpublic information concerning the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.

Registration Procedures. (a) If and whenever the Company is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities 1933 Act as provided in Sections 3.1 and 3.2Section 2.2 and, as applicable, 2.3, the Company shall shall, as promptly expeditiously as practicable (in each case, to the extent applicable):possible: (i) prepare and file with the Commission a registration statement SEC the Registration Statement, or amendments thereto, to effect such registration, cause registration (including such registration statement to become effective at audited financial statements as may be required by the earliest possible date permitted under 1933 Act or the rules and regulations of the Commission, promulgated thereunder) and thereafter use its commercially reasonable best efforts to cause such registration statement to remain be declared effective by the SEC, as soon as practicable, but in any event no later than the Required Effectiveness Date (with respect to a registration pursuant to the terms of this AgreementSection 2.2); provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) registration, copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness; (ii) with respect to any Initial or Subsequent Registration Statement, prepare and file with the Commission SEC such amendments (including post-effective amendments) and supplements to such registration statement Registration Statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities 1933 Act with respect to the disposition of all securities Registrable Securities covered by such registration statement until the earlier to occur of thirty six (36) months after the date of this Agreement (subject to the right of the Company to suspend the effectiveness thereof for an Excusable Reason (each a “Black-Out Period”)) or such time as all of such the securities have been disposed which are the subject of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or cease to be Registrable Securities (i) such period, in the case of a Demand Registration pursuant to Section 3.1each case, the expiration of 60 days after such registration statement becomes effective, or “Registration Maintenance Period”). The Company shall notify the Investors within twenty four (ii24) in the case of a Piggyback Registration pursuant hours prior to Section 3.2, the expiration of 60 days after such registration statement becomes effectiveany Black-Out Period; (iii) furnish to each Selling Holder and each underwriter, if any, holder of the securities being sold Registrable Securities covered by such Selling Holder registration statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities 1933 Act, in conformity with the requirements of the Securities 1933 Act, and any Issuer Free Writing Prospectus and such other documents documents, as such Selling Holder holder of Registrable Securities and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerholder of Registrable Securities; (iv) use its commercially reasonable best efforts to register or qualify such all Registrable Securities and other securities covered by such registration statement under such other U.S. federal or state securities laws or U.S. state blue sky laws of such jurisdictions as any Selling Holder and any underwriter U.S. holder of the securities being sold by such Selling Holder Registrable Securities thereof shall reasonably request, to keep such registrations or qualifications in effect for so long as such registration statement remains in effect, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter holder of Registrable Securities to consummate the disposition in such jurisdictions of the Registrable Securities securities owned by such Selling Holderholder of Registrable Securities, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause subdivision (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction qualified or to file a general consent to general service of process in any such jurisdiction; (v) use its commercially reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) U.S. holder of Registrable Securities thereof to consummate the disposition of such Registrable Securities; (viivi) in connection with an Underwritten Offeringfurnish to each holder of Registrable Securities who requests, obtain for each Selling Holder a signed counterpart, addressed to such holder of Registrable Securities, and underwriter: (1) the underwriters, if any, of an opinion of counsel for the Company, covering dated the matters customarily covered effective date of such registration statement (or, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), such opinion to be in opinions requested in underwritten offerings and such other matters the form filed as may be reasonably requested by such Selling Holder and underwritersExhibit 5 to the registration statement, and (2vii) a “comfort” letter (or, notify the Investors and their counsel promptly and confirm such advice in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) writing promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following eventsknowledge thereof: (1a) when the filing of the registration statementRegistration Statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus thereto or post-effective amendment to the registration statement Registration Statement has been filed, and, with respect to the registration statement Registration Statement or any post-effective amendment thereto, when the same has become effective; (2b) of any request by the Commission SEC for amendments or supplements to the registration statement Registration Statement or the prospectus or for additional information; (3c) of the issuance by the Commission SEC of any stop order suspending the effectiveness of the registration statement Registration Statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5d) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ixviii) notify each Selling Holderholder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact facts required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing, and, and at the request of any Selling Holder, such holder of Registrable Securities promptly prepare and furnish to such seller holder of Registrable Securities a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing; (xix) make every use its commercially reasonable effort best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statementthe Registration Statement at the earliest possible moment; (xix) otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and make available to Selling Holdersits security holders, as promptly soon as reasonably practicable, an earnings statement covering the period of at least 12 twelve months, but not more than 18 eighteen months, beginning with the first day of the Company’s first full quarter calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities 1933 Act and Rule 158 thereunder; (xi) enter into such agreements and take such other actions as the Investors shall reasonably request in writing (at the expense of the requesting or benefiting Investors) in order to expedite or facilitate the disposition of such Registrable Securities; and (xii) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate; (xiii) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its commercially reasonable best efforts to cooperate as reasonably requested list all Registrable Securities covered by the Selling Holders and the underwriters in the offering, marketing or selling such registration statement on any securities exchange on which any of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange ActSecurities are then listed. The Company may require each Selling Holder and each underwriter, if any, holder of Registrable Securities as to which any registration is being effected to furnish the Company in writing such information regarding each Selling Holder or underwriter such holder of Registrable Securities and the distribution of such Registrable Securities securities as the Company may from time to time reasonably request to complete or amend in writing. In this connection, the Investors shall (a) furnish the information required as to any shares of Common Stock or other securities of the Company owned by the holder, the holder’s proposed plan of distribution, any relationship between the holder and the Company and any other information which the Company reasonably requests in connection with the preparation of the registration statement and update such registration statement.information immediately upon the occurrence of any events or condition which make the information concerning the Seller inaccurate in any material respect; (b) Without limiting not sell any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement except in the manner set forth in the Registration Statement; (c) comply with the prospectus delivery requirements and prospectus relating thereto until such Selling Holder’s receipt the provisions of Regulation M of the copies of SEC pursuant to the supplemented 1933 Act to the extent that such regulation is applicable to the holder; (d) not sell or amended prospectus contemplated by Section 3.6(a)(ix) and, otherwise transfer or distribute any Registrable Securities if so directed by the holder possesses any material nonpublic information concerning the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.

Registration Procedures. In the case of each registration effected by the Corporation pursuant to this Section 2, the Corporation will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense the Corporation will: (a) If and whenever the Company is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2, the Company shall as promptly as practicable (in each case, to the extent applicable): (i) prepare Prepare and file with the Commission a registration statement with respect to effect such registration, cause such registration statement to become effective at the earliest possible date permitted under the rules securities and regulations of the Commission, and thereafter use commercially reasonable its best efforts to cause such registration statement to become and remain effective pursuant to for at least two (2) years or, if earlier, until the terms of this Agreement; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of distribution described in the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptnesshas been completed; (iib) prepare Prepare and file with the Commission during the period specified in Section 2.4(a) such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein with such registration statement as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until statement; (c) Furnish to the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth Holders participating in such registration statement or (i) in and to the case of a Demand Registration pursuant to Section 3.1, the expiration of 60 days after such registration statement becomes effective, or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effective; (iii) furnish to each Selling Holder and each underwriter, if any, underwriters of the securities being sold by registered such Selling Holder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents as the Holders and such Selling Holder and underwriter, if any, underwriters may reasonably request in order to facilitate the public sale or other disposition offering of the Registrable Securities owned by such sellersecurities; (ivd) use commercially reasonable efforts to register or qualify such Furnish, at the request of any Holder requesting registration of Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter of at the securities being sold by such Selling Holder shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holder, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such jurisdiction; (v) use commercially reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no time such securities are so listed, use commercially reasonable efforts delivered to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; underwriters (viif any) use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition of such Registrable Securities; (vii) for sale in connection with an Underwritten Offering, obtain for each Selling Holder and underwriter: (1) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statementthis Section 2, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) an opinion, dated such date, of the Company believes, after consultation with counsel representing the Corporation for the Companypurposes of such registration, that in form and substance as is customarily given to do so would cause underwriters in an underwritten public offering, addressed to the Company underwriters and to forfeit an attorney-client privilege that was applicable to such information or the Holders requesting registration of Registrable Securities and (ii) if either (A) a letter dated the Company has requested date of commencement of the offering and been granted a "bring-down" letter dated as of the closing date of such offering, from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure independent accountants of the Records deemed confidential; (viii) promptly notify Corporation, in writing each Selling Holder form and substance as is customarily given by independent accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, of the following events: (1) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment and to the Holders requesting registration statement and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ix) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any Selling Holder, promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (x) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement; (xi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to Selling Holders, as promptly as practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first day of the Company’s first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xii) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate; (xiii) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act. The Company may require each Selling Holder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statement. (b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6(a)(ix) and, if so directed by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.

Registration Procedures. The Company will use its best efforts to effect each Registration, and to cooperate with the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and the Company will as expeditiously as possible: (a) If and whenever subject, in the Company is required to use commercially reasonable efforts to effect the registration case of any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2, the Company shall as promptly as practicable (in each casean Incidental Registration, to the extent applicable): (i) proviso to Section , prepare and file with the Commission a SEC the registration statement to effect such registration, cause such registration statement to become effective at the earliest possible date permitted under the rules and regulations of the Commission, and thereafter use commercially reasonable its best efforts to cause such registration statement the Registration to remain effective pursuant to the terms of this Agreementbecome effective; providedPROVIDED, howeverHOWEVER, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that before filing such any registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by Holders of the holders of Registrable Securities which are to be included in covered by such registration (“Selling Holders”) statement, their counsel, and the underwriters, if any, and their counsel, copies of all such documents proposed to be filedfiled as promptly as practicable prior thereto, which documents will be subject to the reasonable review of such counselHolders, their counsel and the underwriters; and the Company will not file any registration statement or amendment thereto or any prospectus or any supplement thereto (including such documents incorporated by reference) to which the Requisite Holders shall reasonably object after having had a reasonable opportunity for review to be conducted with reasonable promptnessand comment; (iib) subject, in the case of an Incidental Registration, to the proviso to Section , prepare and file with the Commission SEC such amendments (including and post-effective amendments) and supplements amendments to such any registration statement and the any prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement until statement; and cause the earlier of such time prospectus to be supplemented by any required prospectus supplement, and as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or (i) in the case of a Demand Registration so supplemented to be filed pursuant to Section 3.1, Rule 424 under the expiration of 60 days after such registration statement becomes effective, or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effectiveSecurities Act; (iiic) furnish to each Selling Holder of Registrable Securities included in such Registration and each underwriterthe underwriter or underwriters, if any, without charge, at least one signed copy of the securities being sold by such Selling Holder registration statement and any post-effective amendment thereto, upon request, and such number of conformed copies of such registration statement thereof and of each amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other each prospectus filed under Rule 424 under the Securities Act), in conformity with the requirements of the Securities Act, any amendments or supplements thereto and any Issuer Free Writing Prospectus and such other documents incorporated by reference therein, as such Selling Holder and underwriter, if any, or underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned being sold by such seller; Holder (iv) it being understood that the Company consents to the use commercially reasonable efforts to register of the prospectus and any amendment or qualify such supplement thereto by each Holder of Registrable Securities covered by such registration statement under such other securities laws and the underwriter or blue sky laws of such jurisdictions as any Selling Holder underwriters, if any, in connection with the offering and any underwriter sale of the securities being sold Registrable Securities covered by such Selling the prospectus or any amendment or supplement thereto); (d) notify each Holder shall reasonably requestof any stop order or other order suspending the effectiveness of any registration statement, issued or threatened by the SEC in connection therewith, and take all reasonable actions required to prevent the entry of such stop order or to remove it or obtain withdrawal of it at the earliest possible moment if entered; (e) if requested by the managing underwriter or underwriters, if any, or any Holder in connection with any sale pursuant to a registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information relating to such underwriting as the managing underwriter or underwriters, if any, or such Holder reasonably requests to be included therein; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment; (f) on or prior to the date on which a Registration is declared effective, use its best efforts to register or qualify, and cooperate with the Holders of Registrable Securities included in such Registration, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of the Registrable Securities covered by such Registration for offer and sale under the securities or "blue sky" laws of each state and other action which may jurisdiction of the United States as any such Holder or the managing underwriter, if any, reasonably requests in writing; use its best efforts to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be reasonably kept effective; and do any and all other acts or things necessary or advisable to enable such Selling Holder and underwriter to consummate the disposition in all such jurisdictions reasonably requested of the Registrable Securities owned covered by such Selling HolderRegistration; PROVIDED, except HOWEVER, that the Company shall will not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein where it would is not but for the requirements of this clause (iv) be obligated to be then so qualified, to subject itself to taxation in any such jurisdiction qualified or to file a take any action which would subject it to general consent to service of process in any such jurisdictionjurisdiction where it is not then so subject; (vg) in connection with any sale pursuant to a Registration, cooperate with the Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Securities to be sold under such Registration, and enable such Securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such Holders may request; (h) use commercially reasonable its best efforts to cause such the Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities within the United States and having jurisdiction over the Company as may reasonably be necessary to enable the Selling Holder(s) seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Securities; (i) enter into such agreements (including underwriting agreements in customary form) and take such other actions as the Requisite Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (viij) in connection with an Underwritten Offering, obtain for each Selling Holder and underwriteruse its best efforts to obtain: (1i) an opinion at the time of counsel for effectiveness of each Registration, a comfort letter from the Company, 's independent certified public accountants covering such matters of the matters type customarily covered in opinions requested in underwritten offerings and such other matters by cold comfort letters as may be the Requisite Holders and, if applicable, the underwriters reasonably requested by such Selling Holder and underwriters, request; and (2ii) a “comfort” letter (or, in at the case time of any underwritten sale pursuant to the registration statement, a bring-down comfort letter, dated as of the date of such Person which does not satisfy sale, from the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the Company's independent registered certified public accountants who have certified covering such matters of the Company’s financial statements included in such registration statement (type customarily covered by comfort letters as the Requisite Holders and, if necessaryapplicable, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement)underwriters reasonably request; (3k) promptly make available for inspection by use its best efforts to obtain, at the time of effectiveness of each Incidental Registration and at the time of any seller, any underwriter participating in any disposition sale pursuant to any registration statementeach Registration, and any attorneyan opinion or opinions, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; Requisite Holders in form and providedscope, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to from counsel for the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidentialin customary form; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events: (1) the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (4) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (ixl) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Holder upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statementRegistration, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, andand promptly prepare, at file with the request of any Selling Holder, promptly prepare SEC and furnish to such seller each Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers or prospective purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they are made; (x) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement; (xim) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the CommissionSEC, and make generally available to Selling Holders, its Security holders (as promptly as practicable, contemplated by section 11(a) under the Securities Act) an earnings statement covering satisfying the period provisions of at least 12 monthsRule 158 under the Securities Act, but as applicable; (n) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by each Registration from and after a date not more later than 18 months, beginning with the first day of the Company’s first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xii) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate; (xiii) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRARegistration; and (xvio) otherwise use commercially reasonable efforts to comply with all applicable rules obtain and regulations maintain the registration of the Commission and all reporting requirements Common Stock under the rules and regulations either section 12(b) or section 12(g) of the Exchange Act; and use its best efforts to cause all Registrable Securities covered by each Registration to be listed subject to notice of issuance, prior to the date of first sale of such Registrable Securities pursuant to such Registration, on: (i) either the New York Stock Exchange, Inc., or the NASDAQ National Market; and (ii) each other securities exchange, if any, on which the Common Stock is then listed. The Company may require each Selling Holder and each underwriter, if any, of Registrable Securities that will be included in such Registration to furnish the Company in writing with such information regarding each Selling Holder or underwriter and the distribution in respect of such Holder of its Registrable Securities that will be included in such Registration as the Company may from time to time reasonably request to complete or amend the information in writing and as is required by such registration statementapplicable laws or regulations. (b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.6(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6(a)(ix) and, if so directed by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.

Registration Procedures. (a) If and whenever the Company is ----------------------- required by the provisions of this Agreement to use all commercially reasonable efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2this Agreement, the Company shall shall, as promptly expeditiously as practicable (in each case, to the extent applicable):possible: (ia) prepare and file with the Commission SEC a registration statement to effect on an appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof, which form (i) shall be selected by the Company and (ii) shall, in the case of a shelf registration, cause be available for the sale of the Registrable Securities by the selling Stockholders thereof and such registration statement shall comply as to become effective at form in all material respects with the earliest possible date permitted under the rules and regulations requirements of the Commissionapplicable form and include all financial statements required by the SEC to be filed therewith, and thereafter the Company shall use all commercially reasonable efforts to cause such registration statement to become and remain effective pursuant to the terms of this Agreementeffective; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that before filing such a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or "blue sky" laws of any jurisdiction, the Company will furnish furnish, if requested, to one counsel for the counsel Stockholders participating in the planned offering (selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”Major Stockholder) and the underwriters, if any, copies of all such documents proposed to be filedfiled (including all exhibits thereto), which documents will be subject to the reasonable review and reasonable comment of such counsel, and the Company shall not file any registration statement or amendment thereto or any prospectus or supplement thereto to which the Stockholders of a majority of the Registrable Securities covered by such review to be conducted with reasonable promptnessregistration statement or the underwriters, if any, shall reasonably object in writing; (iib) prepare and file with the Commission SEC such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective for such period (which shall not be required to exceed 150 days in the case of a registration pursuant to Section 2.1 or 120 days in the case of a registration pursuant to Section 2.2) as any seller of Registrable Securities pursuant to such registration statement shall request and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or (i) in the case of a Demand Registration pursuant to Section 3.1, the expiration of 60 days after such registration statement becomes effective, or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effectivestatement; (iiic) furnish furnish, without charge, to each Selling Holder seller of such Registrable Securities and each underwriter, if any, of the securities being sold covered by such Selling Holder registration statement such number of conformed copies of such registration statement and of statement, each amendment and supplement thereto (in each case including all exhibits), such number of copies of and the prospectus contained included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents documents, as such Selling Holder seller and underwriter, if any, underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerseller (the Company hereby consenting to the use in accordance with all applicable law of each such registration statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto) by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus); (ivd) use all commercially reasonable efforts to register or qualify such the Registrable Securities covered by such registration statement under such other securities laws or "blue sky sky" laws of such jurisdictions as any Selling Holder and sellers of Registrable Securities or any underwriter of the securities being sold by such Selling Holder managing underwriter, if any, shall reasonably request, and take do any and all other action acts and things which may be reasonably necessary or advisable to enable such Selling Holder and underwriter sellers or underwriter, if any, to consummate the disposition in such jurisdictions of the Registrable Securities owned by in such Selling Holderjurisdictions, except that in no event shall the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein where it would not not, but for the requirements of this clause paragraph (iv) d), be obligated required to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to general service of process in any such jurisdiction; (ve) use commercially reasonable efforts to cause such Registrable Securities to be listed on promptly notify each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such Stockholder selling Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition of such Registrable Securities; (vii) in connection with an Underwritten Offering, obtain for and each Selling Holder and managing underwriter: (1) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events: (1i) the filing of when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment theretoamendment, when the same has become effective; ; (2ii) of any request by the Commission SEC or state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; ; (3iii) of the issuance by the Commission SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; ; (4iv) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or "blue sky sky" laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; ; (ixv) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under of the Securities Act, upon discovery that, or upon the happening existence of any event as a result fact of whichwhich the Company becomes aware which results in the registration statement, the prospectus included in such registration statement, as then in effect, includes related thereto or any document incorporated therein by reference containing an untrue statement of a material fact or omits omitting to state any a material fact required to be stated therein or necessary to make the statements any statement therein not misleading; and (vi) if at any time the representations and warranties contemplated by any underwriting agreement, andsecurities sale agreement, at or other similar agreement, relating to the request of any Selling Holderoffering shall cease to be true and correct in all material respects, and if the notification relates to an event described in clause (v), the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a supplement to prospectus supplemented or an amendment of such prospectus as may be necessary amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading; (xf) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement; (xi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the CommissionSEC, and make generally available to Selling Holdersits security holders, as promptly soon as practicablereasonably practicable after the effective date of the registration statement (and in any event within 16 months thereafter), an earnings statement (which need not be audited) covering the period of at least 12 months, but not more than 18 months, twelve consecutive months beginning with the first day of the Company’s 's first full calendar quarter after the effective date of such the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xiih) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement; (i) enter into such customary agreements (including, if applicable, an underwriting agreement) and take such other actions as the Stockholders of a majority of the Registrable Securities or the Major Stockholder participating in such offering shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, provided that the underwriting agreement, if any, shall be reasonably satisfactory in form and substance to the Company. The Stockholders of the Registrable Securities which are to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that the Company make to and for the benefit of such Stockholders the representations, warranties and covenants of the Company which are being made to and for the benefit of such underwriters and which are of the type customarily provided to institutional investors in secondary offerings; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Selling Stockholder for inclusion in the registration documents; (j) use all commercially reasonable efforts to obtain an opinion from the Company's counsel and a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters as are customarily covered by such opinions and "cold comfort" letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the underwriter, if any, any Initiating Stockholder in the case of a Demand Registration, or to the Major Stockholder participating in any other offering, and furnish to each Stockholder participating in the offering and to each underwriter, if any, a copy of such opinion and letter addressed to such Stockholder or underwriter; (k) deliver promptly to counsel for the selling Stockholders participating in the offering and each underwriter, if any, copies of all correspondence between the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the registration statement, other than those portions of any such correspondence or memoranda which contain information subject to attorney-client privilege with respect to the Company, and, upon receipt of such confidentiality agreements as the Company may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; (l) use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement; (m) provide a CUSIP number for all Registrable Securities, not later than the effective date of the registration statement; (n) make reasonably available its employees and personnel and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company's businesses and the requirements of the marketing process) in the marketing of Registrable Securities in any underwritten offering; (o) promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) provide copies of such document to counsel for the selling Stockholders of Registrable Securities and to each managing underwriter, if any, and make the Company's representatives reasonably available for discussion of such document and make such changes in such document concerning the selling Stockholders prior to the filing thereof as counsel for such selling Stockholders or underwriters may reasonably request; (p) furnish to counsel for the selling Stockholders participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (q) cooperate with the sellers selling Stockholders of Registrable Securities and the managing underwriter underwriter, if any, to facilitate the timely preparation and delivery of certificates (which shall not bear bearing any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statementthe Registrable Securities to be sold, and enable cause such securities Registrable Securities to be issued in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate; (xiii) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the FINRAselling Stockholders of Registrable Securities at least three business days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereof; and (xvir) otherwise use take all such other commercially reasonable efforts actions as are necessary or advisable in order to comply with all applicable rules and regulations expedite or facilitate the disposition of the Commission and all reporting requirements under the rules and regulations of the Exchange Actsuch Registrable Securities. The Company may require as a condition precedent to the Company's obligations under this Section 2.4 that each Selling Holder and each underwriter, if any, seller of Registrable Securities as to which any registration is being effected furnish the Company in writing such information regarding each Selling Holder or underwriter such seller and the distribution of such Registrable Securities securities as the Company may from time to time reasonably request to complete or amend the request, provided that such information required by shall be used only in connection with such registration statement. (b) Without limiting any of the foregoing, in the event that the offering registration. Each Stockholder of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (v) of paragraph (e) of this Section 3.6(a)(ix)2.4, such Selling Holder shall forthwith Stockholder will discontinue such Selling Holder’s Stockholder's disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto covering such Registrable Securities until such Selling Holder’s Stockholder's receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 3.6(a)(ix) 2.4 and, if so directed by the Company, will deliver to the Company, Company (at the Company’s 's expense, ) all copies, other than permanent file copies, then in such Selling Holder’s Stockholder's possession of the prospectus current covering such Registrable Securities that was in effect at the time of receipt of such notice relating to such Registrable Securitiesnotice. In the event the Company shall give any such notice, any the applicable 60-day period during which such registration statement must remain effective pursuant to mentioned in paragraph (b) of this Agreement Section 2.4 shall be extended by the number of days during the such period from and including the date of the giving of a such notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) to and including the date when all each seller of any Registrable Securities covered by such Selling Holders registration statement shall receive such a have received the copies of the supplemented or amended prospectus and contemplated by paragraph (e) of this Section 2.4. If any such prospectus registration statement or comparable statement under "blue sky" laws refers to any Stockholder by name or otherwise as the Stockholder of any securities of the Company, then such Stockholder shall have been filed with the Commissionright to require (i) the insertion therein of language, in form and substance satisfactory to such Stockholder and the Company, to the effect that the holding by such Stockholder of such securities is not to be construed as a recommendation by such Stockholder of the investment quality of the Company's securities covered thereby and that such holding does not imply that such Stockholder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such Stockholder by name or otherwise is not in the judgment of the Company, as advised by counsel, required by the Securities Act or any similar federal statute or any state "blue sky" or securities law then in force, the deletion of the reference to such Stockholder.

Registration Procedures. (a) If and whenever the Company is required to use commercially reasonable efforts by the provisions of this Agreement to effect the a registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2, the Securities: (a) The Company shall as promptly as practicable (in each case, to the extent applicable): (i) prepare and file with the Commission SEC, within the time periods specified herein, a Registration Statement on Form S-3 or its equivalent (or on such other registration statement form available to effect such registrationthe Company that permits the greatest extent of incorporation by reference of materials filed by the Company, under the Exchange Act), and will use its best efforts to cause such registration statement to become effective at the earliest possible date permitted under the rules as promptly as practicable (and, in any event, within sixty days) thereafter and regulations of the Commission, and thereafter use commercially reasonable efforts to cause such registration statement to remain effective under the Securities Act until (1) the earlier of such time as all securities covered thereby have been disposed of pursuant to such Registration Statement or 180 days after such Registration Statement becomes effective, in the terms case of this Agreement; providedregistrations pursuant to Section 2, howeveror (2) 90 days after such Registration Statement becomes effective, that in the Company case of registrations pursuant to Section 3, in every case as any such period may discontinue any registration of its securities which are not Registrable Securities at any time prior be extended pursuant to the effective date of the registration statement relating thereto; provided, further that before filing such registration statement subsection (h) or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness;Section 8. (iib) The Company shall prepare and file with the Commission SEC such amendments (including amendments, post-effective amendments) amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement Registration Statement effective and for such period of time required by subsection (a), as such period may be extended pursuant to subsection (h) or Section 8. (c) The Company shall comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until Registration Statement during the earlier of period during which any such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or (i) in the case of a Demand Registration pursuant Statement is required to Section 3.1, the expiration of 60 days after such registration statement becomes be effective, or (ii) in the case of a Piggyback Registration pursuant to Section 3.2, the expiration of 60 days after such registration statement becomes effective;. (iiid) The Company shall furnish to each Selling any Holder and each underwriter, if any, any underwriter of the securities being sold by such Selling Holder Registrable Securities (1) such number of copies (including manually executed and conformed copies copies) of such registration statement Registration Statement and of each amendment thereof and supplement thereto (in each case including all annexes, appendices, schedules and exhibits), (2) such number of copies of the prospectus contained used in connection with such registration statement Registration Statement (including each preliminary prospectus, any summary prospectus and any summary prospectusthe final prospectus and including prospectus supplements), and (3) and any such number of copies of other prospectus filed under Rule 424 under the Securities Actdocuments, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents each case as such Selling Holder and underwriter, if any, or such underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;request. (ive) The Company shall use commercially reasonable its best efforts to register or qualify such all Registrable Securities covered by such registration statement Registration Statement under such other the securities laws or "blue sky sky" laws of such jurisdictions states of the United States as any Selling Holder and or any underwriter of the securities being sold by such Selling Holder shall reasonably request, and take do any and all other action acts and things which may be reasonably necessary requested by such Holder or advisable to enable such Selling Holder and underwriter to consummate the offering and disposition of Registrable Securities in such jurisdictions of the Registrable Securities owned by such Selling Holder, except that jurisdictions; but the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation or as a dealer in securities, subject itself to taxation, or consent to general service of process in any jurisdiction wherein it would is not but for the requirements of this clause (iv) be obligated to be then so qualified, to subject itself to taxation in any such jurisdiction qualified or to file a general consent to service of process in any such jurisdiction;subject. (vf) The Company shall use commercially reasonable its best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the Nasdaq Stock Market; (vi) use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement Registration Statement to be registered with with, or approved by by, such other United States public, governmental agencies or authorities regulatory authorities, if any, as may be necessary to enable the Selling Holder(s) thereof to consummate required in connection with the disposition of such Registrable Securities;. (viig) The Company shall list the Registrable Securities covered by such Registration Statement on any securities exchange (or if applicable, the Nasdaq National Market System) on which any securities of the Company are then listed. (h) The Company shall notify each Holder as promptly as practicable and, if requested by any Holder, confirm such notification in connection with an Underwritten Offeringwriting, obtain for each Selling Holder and underwriter: (1) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Holder and underwriters, and (2) when a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement); (3) promptly make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; (viii) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events: (1) the filing of the registration statement, the prospectus or any prospectus supplement related theretohas been filed with the SEC, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement and, with respect to the registration statement and when a Registration Statement or any post-effective amendment theretothereto has been filed with and declared effective by the SEC, when the same has become effective; (2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) of the issuance by the Commission SEC of any stop order suspending or the effectiveness coming to its knowledge of the registration statement or the initiation of any proceedings by any Person for that purpose; , (43) when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and (5) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale under the securities or blue sky laws of in any jurisdiction or the initiation or threat threatening of any proceeding for such purpose; , (ix4) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under of the Securities Act, upon discovery that, or upon the happening occurrence of any event as which requires the making of any changes to a result of which, the Registration Statement or related prospectus included in so that such registration statement, as then in effect, includes an documents will not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and, at misleading (and the request of any Selling Holder, Company shall promptly prepare and furnish to such seller each Holder a reasonable number of copies of a supplement to supplemented or an amendment of amended prospectus such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading; (x) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement; (xi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission), and make available to Selling Holders, as promptly as practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first day (5) of the Company’s first full quarter after 's determination that the effective date filing of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xii) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate; (xiii) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities; (xiv) if requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have included therein, including, without limitation, information relating to a Registration Statement shall be necessary or appropriate. Upon the “Plan of Distribution” of the Registrable Securities; (xv) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA; and (xvi) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act. The Company may require each Selling Holder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statement. (b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening occurrence of any event of the kind described in Section 3.6(a)(ixclause (4), such Selling Holder the Holders shall forthwith discontinue such Selling Holder’s any offer and disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto Registration Statement covering such Registrable Securities until such Selling Holder’s receipt of the all Holders shall have received copies of the a supplemented or amended prospectus contemplated by Section 3.6(a)(ix) which is no longer defective and, if so directed by the Company, shall deliver to the Company, at the Company’s expense, Company all copies, copies (other than permanent file copies, ) of the defective prospectus covering such Registrable Securities which are then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable SecuritiesHolders' possession. In the event If the Company shall give such noticeprovide any notice of the type referred to in the preceding sentence, any applicable 60-day the period during which such registration statement must remain the Registration Statement is required by subsection (a) to be effective pursuant to this Agreement shall be extended by the number of days during the period from and including the date of giving of a such notice regarding the happening of an event of the kind described in Section 3.6(a)(ix) is provided, to and including the date when all such Selling Holders shall receive have received copies of the corrected prospectus. (i) The Company shall enter into such agreements and take such other appropriate actions as are customary and reasonably necessary to expedite or facilitate the disposition of such Registrable Securities, and in that regard, deliver to the Holders such documents and certificates as may be reasonably requested by the Holders of a supplemented majority of the Registrable Securities being sold or, as applicable, the managing underwriters, to evidence the Company's compliance with this Agreement, including, in the case of any underwritten offering, using commercially reasonable efforts to cause its independent accountants to deliver to the managing underwriters an accountants' comfort letter substantially similar to that in scope delivered in an underwritten public offering and covering audited and interim financial statements included in the registration statement, or amended prospectus and if such prospectus shall have been filed letter can not be obtained through the exercise of commercially reasonable efforts, cause its independent accountants to deliver to the managing underwriters a comfort letter based on negotiated procedures providing comfort with respect to the CommissionCompany's financial statements included or incorporated by reference in the registration statement at the highest level permitted to be given by such accountants under the then applicable standards of the American Institute of Certified Public Accountants with respect to such Registration Statement.