Common use of Securities Act Registration Clause in Contracts

Securities Act Registration. The parties acknowledge that the Company's registration statement on Form S-3 (Registration No. 333-70840) (including any post-effective amendments thereto, the "Registration Statement"), and a related prospectus (including any prospectus supplement filed pursuant to Rule 424(b) under the Securities Act, the "Prospectus") relating to the Covered Securities that are shares of Common Stock, has been filed with the Securities and Exchange Commission and has been declared effective under the Securities Act of 1933 (the "Securities Act"). The parties agree that the sale and purchase of Covered Securities pursuant to this Agreement, whether at the Initial Purchase or upon exercise of any Put Options or any Call Options, shall be effected under and pursuant to the Registration Statement, as the same may be amended or supplemented from time to time. In accordance therewith, at the Initial Purchase and each exercise of a Put Option or Call Option, the H&Q Parties shall deliver to each Buyer a copy of the Prospectus; provided, that any such delivery requirement may be satisfied by complying with The New York Stock Exchange's standards for listed companies with respect to prospectus delivery. If, at the Initial Purchase and each exercise of a Put Option or Call Option, the H&Q Parties are unable to deliver a copy of the Prospectus to the Buyers which meets the requirements of applicable securities laws, the Initial Purchase or exercise of a Put Option or Call Option, as applicable, shall nevertheless be consummated and the Buyers will receive securities that have not been registered under the Securities Act.

Securities Act Registration. The parties acknowledge that the Company's ’s registration statement on Form S-3 (Registration No. 333-70840) (including any post-effective amendments thereto, the "“Registration Statement"”), and a related prospectus (including any prospectus supplement filed pursuant to Rule 424(b) under the Securities Act, the "“Prospectus"”) relating to the Covered Securities that are shares of Common Stock, has been filed with the Securities and Exchange Commission and has been declared effective under the Securities Act of 1933 (the "“Securities Act"”). The parties agree that the sale and purchase of Covered Securities pursuant to this Agreement, whether at the Initial Purchase or upon exercise of any Put Options or any Call Options, shall be effected under and pursuant to the Registration Statement, as the same may be amended or supplemented from time to time. In accordance therewith, at the Initial Purchase and each exercise of a Put Option or Call Option, the H&Q Parties shall deliver to each Buyer a copy of the Prospectus; provided, that any such delivery requirement may be satisfied by complying with The New York Stock Exchange's ’s standards for listed companies with respect to prospectus delivery. If, at the Initial Purchase and each exercise of a Put Option or Call Option, the H&Q Parties are unable to deliver a copy of the Prospectus to the Buyers which meets the requirements of applicable securities laws, the Initial Purchase or exercise of a Put Option or Call Option, as applicable, shall nevertheless be consummated and the Buyers will receive securities that have not been registered under the Securities Act.

Securities Act Registration. The parties acknowledge (a) By acceptance of a Warrant Certificate evidencing the Warrant, each Holder: (1) represents and agrees that such Holder is acquiring the Warrant, and that upon exercise thereof it will acquire the Warrant Shares, with its own funds for its own account for investment, not as a nominee or agent, and not with a view to any sale, distribution or transfer thereof in violation of the Securities Act. By acceptance of a Warrant Certificate evidencing the Warrant, each Holder further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to the Warrant or the Warrant Shares. (2) acknowledges that such Holder has been informed by the Company or by the previous Holder of the Warrant that the Company's Warrant and any Warrant Shares obtained upon exercise of any Warrant may not, under the Securities Act and applicable regulations thereunder, be re-sold, transferred or otherwise disposed of without registration statement on Form S-3 under the Securities Act or an applicable exemption from the registration requirements of the Securities Act. (Registration No. 333-708403) (including acknowledges that the Warrant and any post-effective amendments thereto, Warrant Shares obtained upon exercise of any Warrant at the "Registration Statement"), and a related prospectus (including any prospectus supplement filed pursuant to Rule 424(b) time of issuance may not be registered under the Securities Act, and applicable state securities laws, on the "Prospectus"ground that the issuance of such securities is exempt pursuant to Section 4(2) of the Act and state law exemptions relating to offers and sales not by means of a public offering, and that the Covered Securities Company's reliance on such exemptions is predicated on the undersigned's representations set forth herein. (4) acknowledges that are shares of Common Stockan investment in the Company is highly speculative and represents that the Holder is able to fend for itself in the transactions contemplated by this Warrant Agreement, has been filed with such knowledge and experience in financial and business matters as to be capable of evaluating the Securities merits and Exchange Commission risks of its investments, and has the ability to bear the economic risks (including the risk of a total loss) of its investment. Each Holder represents that it has had the opportunity to ask questions of the Company concerning the Company's business and assets and to obtain any additional information which it considered necessary to verify the accuracy of or to amplify the Company's disclosures, and has had all questions which have been declared effective under asked by it satisfactorily answered by the Company. (b) As of the date hereof, the parties hereto have executed and delivered the Registration Rights Agreement pursuant to which the Warrant Shares shall be considered Registrable Securities Act of 1933 (the "Securities Act"as defined therein). The parties agree that the sale and purchase of Covered Securities pursuant to this Agreement, whether at the Initial Purchase or upon exercise of any Put Options or any Call Options, Registration Rights Agreement shall be effected under and pursuant govern all matters relating to the Registration Statement, as the same may be amended or supplemented from time to time. In accordance therewith, at the Initial Purchase and each exercise of a Put Option or Call Option, the H&Q Parties shall deliver to each Buyer a copy registration of the Prospectus; provided, that any such delivery requirement may be satisfied by complying with The New York Stock Exchange's standards for listed companies with respect to prospectus delivery. If, at the Initial Purchase and each exercise of a Put Option or Call Option, the H&Q Parties are unable to deliver a copy of the Prospectus to the Buyers which meets the requirements of applicable securities laws, the Initial Purchase or exercise of a Put Option or Call Option, as applicable, shall nevertheless be consummated and the Buyers will receive securities that have not been registered Warrant Shares under the Securities Act.