Common use of Required Registration Procedures Clause in Contracts

Required Registration Procedures. i) Using the procedure set forth in Section V(C)(d), the Company shall advise the Holders as to the initiation of the registration process contemplated by Section V(C)(a) and as to the completion thereof. In addition, subject to Section V(C)(a), the Company shall, to the extent applicable to any Registration Statement filed pursuant thereto: a) prepare and file with the SEC such amendments and supplements to the Registration Statement as may be necessary to keep such Registration Statement continuously effective and free from any material misstatement or omission of facts necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading and comply with provisions of the Securities Act with respect to the disposition of all Units covered thereby during the periods referred to in Section V(C)(a) and Section V(C)(c); b) notify the Holders promptly when the Registration Statement is declared effective by the SEC and furnish to each Holder such number of prospectuses, including preliminary prospectuses, and other documents incident thereto as the Holders may reasonably request from time to time; c) use its best efforts to register or qualify such Units under such other securities or blue sky laws of such jurisdictions of the United States where an exemption is not available and as the Holders may reasonably request to enable such Holder or Holders to consummate the disposition in such jurisdiction of such Units; provided, however, that in no event will the Company be required to: (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to be so qualified; (b) consent to general service of process in any such jurisdiction; or (c) subject itself to taxation in any jurisdiction where it is not already subject to taxation; d) use its best efforts to cause all Common Stock to be quoted on the Over The Counter Bulletin Board; e) with a view to making available to the Holders the benefits of certain rules and regulations of the SEC that at any time permit the sale of the Units to the public without registration, so long as any Units are outstanding, use its best efforts for a period of two (2) years from the date of this Agreement to make and keep public information regarding the Company available, as those terms are understood and defined in SEC Rule 144(c), and to file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act. f) advise the Holders promptly after receiving notice or obtaining knowledge of the existence of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose, use its best efforts to obtain the withdrawal of any such order suspending the effectiveness of the Registration Statement at the earliest possible time, and promptly notify the Holders of the lifting or withdrawal of any such order. ii) Notwithstanding anything stated or implied to the contrary in this Section V(C), the Company shall not be required to consent to, participate or cooperate in connection with any underwritten offering of the Units or to any specific underwriter participating in any underwritten public offering of the Units. iii) From and after the date the Registration Statement is declared effective, the Company shall, as promptly as practicable: (i) if required by applicable law, file with the SEC a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or an amendment or supplement to any document incorporated therein by reference or file any other required document so that each Holder, including Holders who became Holders after the filing of the Registration Statement or any amendments, is named as a selling stockholder in the Registration Statement and so that such Holder is permitted to deliver such prospectus to purchasers of the Units in accordance with applicable law and, if the Company shall file a post-effective amendment to the Registration Statement, use its best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as practicable; (ii) provide such Holder copies of any documents filed pursuant to this Section; and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this Section.

Required Registration Procedures. i(a) Using the procedure set forth in Section V(C)(d)9.7.3, the Company SELLERS shall advise the Holders PURCHASER as to the initiation of the registration process contemplated by Section V(C)(a) 9.7.1 and as to the completion thereof. In addition, subject to Section V(C)(a)9.7.1 and Section 9.7.2, the Company SELLERS shall, to the extent applicable to any Registration Statement filed pursuant thereto: a(i) prepare and file with the SEC such amendments and supplements to the Registration Statement as may be necessary to keep such Registration Statement continuously effective and free from any material misstatement or omission of facts necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading and comply with provisions of the Securities Act with respect to the disposition of all Units PURCHASER’S SECURITIES covered thereby during the periods referred to in Section V(C)(a) 9.7.1 and Section V(C)(c)9.7.2; b(ii) notify the Holders PURCHASER promptly when the Registration Statement is declared effective by the SEC and furnish to each Holder PURCHASER and/or his assigns, if any, such number of prospectuses, including preliminary prospectuses, and other documents incident thereto as the Holders PURCHASER may reasonably request from time to time; c(iii) use its best efforts to register or qualify such Units PURCHASER’S SECURITIES under such other securities or blue sky laws of such jurisdictions of the United States where an exemption is not available and as the Holders PURCHASER may reasonably request to enable such Holder or Holders PURCHASER and/or his assigns to consummate the disposition in such jurisdiction of such UnitsPURCHASER’S SECURITIES; provided, however, that in no event will the Company PUBLIC COMPANY be required to: (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to be so qualified; (b) consent to general service of process in any such jurisdiction; or (c) subject itself to taxation in any jurisdiction where it is not already subject to taxation; d(iv) use its best efforts to cause all Common Stock such PURCHASER’S SECURITIES to be quoted on the Over The Counter Bulletin BoardBoard and The Pink Sheets; e(v) with a view to making available to the Holders PURCHASER the benefits of certain rules and regulations of the SEC that at any time permit the sale of the Units PURCHASER’S SECURITIES to the public without registration, so long as any Units PURCHASER’S securities are outstanding, to use its best efforts for a period of two (2) years from following the effective date of this Agreement the Registration Statement: (1) to make and keep public information regarding the Company PUBLIC COMPANY available, as those terms are understood and defined in SEC Rule 144(c), and 144; and (2) to file with the SEC in a timely manner all reports and other documents required of the Company PUBLIC COMPANY under the Securities Exchange Act of 1934, as amended (“Exchange Act”). f(vi) advise the Holders PURCHASER promptly after receiving notice or obtaining knowledge of the existence of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose, use its best efforts to obtain the withdrawal of any such order suspending the effectiveness of the Registration Statement at the earliest possible time, and promptly notify the Holders PURCHASER of the lifting or withdrawal of any such order. ii) Notwithstanding anything stated or implied to the contrary in this Section V(C), the Company shall not be required to consent to, participate or cooperate in connection with any underwritten offering of the Units or to any specific underwriter participating in any underwritten public offering of the Units. iii(b) From and after the date the Registration Statement is declared effective, the Company PUBLIC COMPANY shall, as promptly as practicable: (i) if required by applicable law, file with the SEC a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or an amendment or supplement to any document incorporated therein by reference or file any other required document so that each Holder, including Holders who became Holders after the filing of the Registration Statement or PURCHASER (and any amendments, assigns) is named as a selling stockholder in the Registration Statement and so that such Holder PURCHASER is permitted to deliver such prospectus to purchasers of the Units PURCHASER’S SECURITIES in accordance with applicable law and, if the Company PUBLIC COMPANY shall file a post-effective amendment to the Registration Statement, use its best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as practicable; (ii) provide such Holder PURCHASER copies of any documents filed pursuant to this Section; and (iii) notify such Holder PURCHASER as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this Section.

Required Registration Procedures. i(a) Using the procedure set forth in Section V(C)(d), the Company Franklin shall advise the Holders as to the initiation of the registration process contemplated by Section V(C)(a) 3.1 and Section 3.2 and as to the completion thereof. In addition, subject to Section V(C)(a)3.1 and Section 3.2, the Company Franklin shall, to the extent applicable to any Registration Statement filed pursuant thereto: a(i) prepare and file with the SEC such amendments and supplements to the Registration Statement as may be necessary to keep such Registration Statement continuously effective and free from any material misstatement or omission of facts necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading and comply with provisions of the Securities Act with respect to the disposition of all Units Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities covered thereby during the periods referred to in Section V(C)(a) 3.1 and Section V(C)(c)3.2; b(ii) notify the Holders promptly when the Registration Statement is declared effective by the SEC and furnish to each Holder such number of prospectuses, including preliminary prospectuses, and other documents incident thereto as the Holders Majority Holders, on behalf of all of the Holders, may reasonably request from time to time; c(iii) use its best commercially reasonable efforts to register or qualify such Units Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities under such other securities or blue sky laws of such jurisdictions of the United States where an exemption is not available and as the Holders Majority Holders, on behalf of any Holder or Holders, may reasonably request to enable such Holder or Holders to consummate the disposition in such jurisdiction of such UnitsClosing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities; provided, however, that in no event will the Company Franklin be required to: (a) qualify generally to do business in any jurisdiction xx xxx xxxxxxiction where it would not otherwise be required to be so qualified; (b) consent to general service of process in any such jurisdiction; or (c) subject itself to taxation in any jurisdiction where it is not already subject to taxation; d(iv) notify the Holders at any time when a prospectus relating to the Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities is required to be delivered under the Securities Act of the happening of a Suspension Event (as defined below) or any other event as a result of which the prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and, subject to Section 7.2, prepare a supplement or amendment to such prospectus, so that, as thereafter delivered to purchasers of such Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities, such prospectus will not contain any untrue statements of a material fact or omit to state any fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (v) use its best commercially reasonable efforts to cause all Common such Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities to be quoted listed on the Over The Counter Bulletin BoardExchange; e(vi) with a view to making available to the Holders the benefits of certain rules and regulations of the SEC that at any time permit the sale of the Units Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities to the public without registration, so long as any Units Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities are outstanding, use its best commercially reasonable efforts for a period of two (2) years from following the date of this Agreement Closing Date: (1) to make and keep public information regarding the Company Franklin available, as those terms are understood and defined in SEC Rule 144(c), and ; and (2) to file with the SEC in a timely manner all reports and other documents required of the Company Franklin under the Exchange Act. f(vii) advise the Holders promptly after receiving notice or obtaining knowledge of the existence of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose, use its best commercially reasonable efforts to obtain the withdrawal of any such order suspending the effectiveness of the Registration Statement at the earliest possible time, and promptly notify the Holders of the lifting or withdrawal of any such order. ii(b) Notwithstanding anything stated or implied to the contrary in this Section V(C)3, the Company Franklin shall not be required to consent to, participate or cooperate in connection with any underwritten offering of the Units Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities or to any specific underwriter participating in any underwritten public offering of the UnitsClosing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities. iii(c) Each Holder agrees to deliver a Notice and Questionnaire in the form attached hereto as Exhibit A (the "Notice and Questionnaire") to Franklin at least seven (7) Business Days prior to any distribution by such Holder of Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities under the Registration Statement. From and after the date the Registration Statement is declared effective, the Company Franklin shall, as promptly as practicablepracticable after the date a Notice and Questionnaire is delivered by any Holder, and in any event within the later of seven (7) Business Days after such date or seven (7) Business Days after the expiration of any Suspension Period (as defined below) in effect when the Notice and Questionnaire is delivered or which comes into effect within seven (7) Business Days of such delivery: (i) if required by applicable law, file with the SEC a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or an amendment or supplement to any document incorporated therein by reference or file any other required document so that each Holder, including Holders who became Holders after the filing of the Registration Statement or any amendments, Holder delivering such Notice and Questionnaire is named as a selling stockholder in the Registration Statement and so that such Holder is permitted to deliver such prospectus to purchasers of the Units Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities in accordance with applicable law and, if the Company Franklin shall file a post-effective amendment to the Registration Statement, use its best commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as practicable; (ii) provide such Holder copies of any documents filed pursuant to this SectionSection 3.3(c); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this Section.Section 3.3(c); provided, however, that if such Notice and Questionnaire is delivered during a Suspension Period, Franklin shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in the foregoing clauses "(i)", "(ii)" and "

Required Registration Procedures. i(a) Using the procedure set forth in Section V(C)(d)3.3, the Company QC1 shall advise the Holders as to the initiation of the registration process contemplated by Section V(C)(a) 3.1 and as to the completion thereof. In addition, subject to Section V(C)(a)3.1 and Section 3.2, the Company QC1 shall, to the extent applicable to any Registration Statement filed pursuant thereto: a(i) prepare and file with the SEC such amendments and supplements to the Registration Statement as may be necessary to keep such Registration Statement continuously effective and free from any material misstatement or omission of facts necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading and comply with provisions of the Securities Act with respect to the disposition of all Units EARLY FINANCING SECURITIES covered thereby during the periods referred to in Section V(C)(a) 3.1 and Section V(C)(c)3.2; b(ii) notify the Holders promptly when the Registration Statement is declared effective by the SEC and furnish to each Holder such number of prospectuses, including preliminary prospectuses, and other documents incident thereto as the Holders may reasonably request from time to time; c(iii) use its best efforts to register or qualify such Units EARLY FINANCING SECURITIES under such other securities or blue sky laws of such jurisdictions of the United States where an exemption is not available and as the Holders may reasonably request to enable such Holder or Holders to consummate the disposition in such jurisdiction of such UnitsEARLY FINANCING SECURITIES; provided, however, that in no event will the Company QC1 be required to: (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to be so qualified; (b) consent to general service of process in any such jurisdiction; or (c) subject itself to taxation in any jurisdiction where it is not already subject to taxation; d(iv) use its best efforts to cause all Common Stock such EARLY FINANCING SECURITIES to be quoted on the Over The Counter Bulletin Board; e(v) with a view to making available to the Holders the benefits of certain rules and regulations of the SEC that at any time permit the sale of the Units EARLY FINANCING SECURITIES to the public without registration, so long as any Units EARLY FINANCING SECURITIES are outstanding, use its best efforts for a period of two (2) years from following the effective date of this Agreement the CONSULTING AGREEMENT dated of even date herewith: (1) to make and keep public information regarding the Company QC1 available, as those terms are understood and defined in SEC Rule 144(c), and ; and (2) to file with the SEC in a timely manner all reports and other documents required of the Company QC1 under the Exchange Act. f(vi) advise the Holders promptly after receiving notice or obtaining knowledge of the existence of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose, use its best efforts to obtain the withdrawal of any such order suspending the effectiveness of the Registration Statement at the earliest possible time, and promptly notify the Holders of the lifting or withdrawal of any such order. ii(b) Notwithstanding anything stated or implied to the contrary in this Section V(C)3, the Company QC1 shall not be required to consent to, participate or cooperate in connection with any underwritten offering of the Units EARLY FINANCING SECURITIES or to any specific underwriter participating in any underwritten public offering of the UnitsEARLY FINANCING SECURITIES. iii(c) From and after the date the Registration Statement is declared effective, the Company QC1 shall, as promptly as practicable: (i) if required by applicable law, file with the SEC a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or an amendment or supplement to any document incorporated therein by reference or file any other required document so that each Holder, including Holders who became Holders after the filing of the Registration Statement or any amendments, is named as a selling stockholder in the Registration Statement and so that such Holder is permitted to deliver such prospectus to purchasers of the Units EARLY FINANCING SECURITIES in accordance with applicable law and, if the Company QC1 shall file a post-effective amendment to the Registration Statement, use its best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as practicable; (ii) provide such Holder copies of any documents filed pursuant to this Section; and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this Section.