Common use of Transfer of Registrable Securities After Registration; Suspension Clause in Contracts

Transfer of Registrable Securities After Registration; Suspension. a. Each Holder agrees that it shall not effect any disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act, other than in transactions exempt from the registration requirements of the Securities Act or as contemplated in the Registration Statement and as described below, and that each Holder shall promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding such Holder or such Holder’s plan of distribution. b. Except in the event that paragraph (c) below applies, the Company shall: (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement 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 not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such 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, in light of the circumstances under which they were made, not misleading; (ii) provide each Holder copies of any documents filed pursuant to Section 2(b)(i); and (iii) upon request, inform each Holder who so requests that the Company has complied with its obligations in Section 2(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify such Holder to that effect, will use its best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify such Holder pursuant to Section 2(b)(i) hereof when the amendment has become effective). c. Subject to paragraph (d) below, in the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) 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 in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any 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, and that in the case of the Prospectus, it will not contain any 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; then the Company shall promptly deliver a certificate in writing to each Holder (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, such Holder will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “Suspension”) until such Holder is advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after delivery of a Suspension Notice to such Holder. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to such Holder, such Holder shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 2(c). Each Holder covenants that from the date hereof it will maintain in confidence the receipt and content of any Suspension Notice provided in accordance with this paragraph (c). d. Notwithstanding the foregoing paragraphs of this Section 2, the Company shall use its commercially reasonable efforts to ensure that (i) any Suspension shall not exceed thirty (30) days individually and Suspensions shall not exceed ninety (90) days in the aggregate, during any twelve month period and (iii) each Suspension shall be separated by a period of at least thirty (30) days from a prior Suspension (each Suspension that satisfies the foregoing criteria being referred to herein as a “Qualifying Suspension”). e. If a Suspension is not then in effect, each Holder may sell Registrable Securities under the Registration Statement, provided that it complies with any applicable prospectus delivery requirements. Upon receipt of a request therefor, the Company will provide an adequate number of current Prospectuses to such Holder and to any other parties requiring such Prospectuses. f. In the event of a sale of Registrable Securities by a Holder, unless such requirement is waived by the Company in writing, the Holder must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B (“Certificate of Subsequent Sale”), so that the Registrable Securities may be properly transferred. g. The Company agrees that it shall, immediately prior to the Registration Statement being declared effective, deliver to its transfer agent an opinion letter of counsel, opining that at any time the Registration Statement is effective, the transfer agent shall issue, in connection with the sale of the Registrable Securities, certificates representing such Registrable Securities without restrictive legend, provided the Registrable Securities are to be sold pursuant to the Prospectus contained in the Registration Statement and the transfer agent receives a Certificate of Subsequent Sale. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Holder, that no further opinion of counsel is required at the time of transfer in order to issue such Registrable Securities without restrictive legend. The Company shall cause its transfer agent to issue a certificate without any restrictive legend to a purchaser of any Registrable Securities from any Holder, if (a) the sale of such Registrable Securities is registered under the Registration Statement (including registration pursuant to Rule 415 under the Securities Act) and such Holder has delivered a Certificate of Subsequent Sale to the Transfer Agent; (b) such Holder has provided the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act; or (c) such Registrable Securities are sold in compliance with Rule 144. In addition, the Company shall, at the request of any Holder, remove the restrictive legend from any Registrable Securities held by such Holder following the expiration of the holding period required by Rule 144.

Transfer of Registrable Securities After Registration; Suspension. a. Each (a) The Holder agrees that it shall will not effect any disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), other than in transactions exempt from the registration requirements of the Securities Act or as contemplated in the any Registration Statement and as described below, and that each Holder shall it will promptly notify the Company of any material changes in the information set forth in the any Registration Statement regarding such the Holder or such Holder’s its plan of distribution. b. (b) Except in the event that paragraph (c) below applies, the Company shall: (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the each Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement 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 not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such 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, in light of the circumstances under which they were made, not misleading; (ii) provide each the Holder copies of any documents filed pursuant to Section 2(b)(i); and (iii) upon request, inform each Holder who so requests that the Company has complied with its obligations in Section 2(b)(i) (or that, if the Company has filed a post-effective amendment to the any Registration Statement which has not yet been declared effective, the Company will notify such the Holder to that effect, will use its best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify such the Holder pursuant to Section 2(b)(i) hereof when the amendment has become effective). c. (c) Subject to paragraph (d) below, in the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the any Registration Statement for amendments or supplements to the Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the any Registration Statement or the initiation of any proceedings for that purpose; (iii) 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 in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which necessitates the making of any changes in the any Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any 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, and that in the case of the Prospectus, it will not contain any 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; then the Company shall promptly deliver a certificate in writing to each the Holder (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, such the Holder will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “Suspension”) until such the Holder is advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after delivery of a Suspension Notice to such the Holder. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to such the Holder, such the Holder shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 2(c). Each The Holder covenants that from the date hereof it will maintain in confidence the receipt and content of any Suspension Notice provided in accordance with this paragraph (c)) in accordance with and subject to Section 7.6 of Annex I to the Securities Purchase Agreement. d. (d) Notwithstanding the foregoing paragraphs of this Section 2, the Company shall use its commercially reasonable efforts to ensure that (i) any Suspension shall not exceed thirty (30) days individually and Suspensions shall not exceed ninety (90) days in the aggregate, during any twelve month period and (iii) each Suspension shall be separated by a period of at least thirty (30) days from a prior Suspension (each Suspension that satisfies the foregoing criteria being referred to herein as a “Qualifying Suspension”). In the event that there occurs a Suspension (or part thereof) that does not constitute a Qualifying Suspension, the Company shall pay to the Holder, on the thirtieth (30th) day following the first day of such Suspension (or the first day of such part), and on each thirtieth (30th) day thereafter, an amount equal to 1% of the purchase price paid for the Registrable Securities purchased by the Holder and not previously sold by the Holder (prorated in each such case for partial thirty day periods); provided, however, that in no event shall the payments made pursuant to this paragraph (d), if any, exceed in the aggregate 5% of such purchase price. e. (e) If a Suspension is not then in effect, each the Holder may sell Registrable Securities under the each Registration Statement, provided that it complies with any applicable prospectus delivery requirements. Upon receipt of a request therefor, the Company will provide an adequate number of current Prospectuses to such the Holder and to any other parties requiring such Prospectuses. f. (f) In the event of a sale of Registrable Securities by a the Holder, unless such requirement is waived by the Company in writing, the Holder Holde must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B A (“Certificate of Subsequent Sale”), so that the Registrable Securities may be properly transferred. g. (g) The Company agrees that it shall, immediately prior to the each Registration Statement being declared effective, deliver to its transfer agent an opinion letter of counsel, opining that at any time the Registration Statement is effective, the transfer agent shall issue, in connection with the sale of the Registrable Securities, certificates representing such Registrable Securities without restrictive legend, provided the Registrable Securities are to be sold pursuant to the Prospectus contained in the Registration Statement and the transfer agent receives a Certificate of Subsequent Sale. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Holder, that no further opinion of counsel is required at the time of transfer in order to issue such Registrable Securities without restrictive legend. The Company shall cause its transfer agent to issue a certificate without any restrictive legend to a purchaser of any Registrable Securities from any the Holder, if (a) the sale of such Registrable Securities is registered under the applicable Registration Statement (including registration pursuant to Rule 415 under the Securities Act) and such the Holder has delivered a Certificate of Subsequent Sale to the Transfer Agent; (b) such the Holder has provided the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act; or (c) such Registrable Securities are sold in compliance with Rule 144144 under the Securities Act. In addition, the Company shall, at the request of any the Holder, remove the restrictive legend from any Registrable Securities held by such the Holder following the expiration of the holding period required by Rule 144144(k) under the Securities Act (or any successor rule).

Transfer of Registrable Securities After Registration; Suspension. a. (a) Each Holder agrees that it shall will not effect any disposition Disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act, Act other than in transactions exempt from the registration requirements of the Securities Act or as contemplated in the any Registration Statement and as described below, and that each Holder shall it will promptly notify the Company of any material changes in the information set forth in the Registration Statement Statements regarding such the Holder or such Holder’s its plan of distribution. b. (b) Except in the event that paragraph (c) below applies, the Company shall: (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the each Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement 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 not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such 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, in light of the circumstances under which they were made, not misleading; (ii) provide each Holder the Holders copies of any documents filed pursuant to Section 2(b)(i); and (iii) upon request, inform each Holder who so requests that the Company has complied with its obligations in Section 2(b)(i) (or that, if the Company has filed a post-effective amendment to the any Registration Statement which has not yet been declared effective, the Company will notify such the Holder to that effect, will use its best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify such the Holder pursuant to Section 2(b)(i) hereof when the amendment has become effective). c. (c) Subject to paragraph (d) below, in the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the any Registration Statement for amendments or supplements to the Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the any Registration Statement or the initiation of any proceedings for that purpose; (iii) 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 in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which necessitates the making of any changes in the any Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any 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, and that in the case of the Prospectus, it will not contain any 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; then the Company shall promptly deliver a certificate in writing to each Holder the Holders (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, such Holder the Holders will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “Suspension”) until such Holder is the Holders are advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after delivery of a Suspension Notice to such Holderthe Holders. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to such Holderthe Holders, such Holder the Holders shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 2(c). Each Holder covenants The Holders covenant that from the date hereof it they will maintain in confidence the receipt and content of any Suspension Notice provided in accordance with this paragraph (c)) in accordance with and subject to Section 4.6 of Annex I to the Securities Purchase Agreement. d. (d) Notwithstanding the foregoing paragraphs of this Section 2, the Company shall use its commercially reasonable efforts to ensure that (i) any Suspension shall not exceed thirty (30) days individually and Suspensions shall not exceed ninety (90) days in the aggregate, during any twelve month period and (iii) each Suspension shall be separated by a period of at least thirty (30) days from a prior Suspension (each Suspension that satisfies the foregoing criteria being referred to herein as a “Qualifying Suspension”)days. e. (e) If a Suspension is not then in effect, each Holder the Holders may sell Registrable Securities under the each Registration Statement, provided that it complies they comply with any applicable prospectus delivery requirements. Upon receipt of a request therefor, the Company will provide an adequate number of current Prospectuses to such each Holder and to any other parties requiring such Prospectuses. f. (f) In the event of a sale of Registrable Securities by a Holder, unless such requirement is waived by the Company in writing, the Holder must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B (“Certificate of Subsequent Sale”)A, so that the Registrable Securities may be properly transferred. g. (g) The Company agrees that it shall, immediately prior to the each Registration Statement being declared effective, deliver to its transfer agent an opinion letter of counsel, opining that at any time the Registration Statement is effective, the transfer agent shall issue, in connection with the sale of the Registrable Securities, certificates representing such Registrable Securities without restrictive legend, provided the Registrable Securities are to be sold pursuant to the Prospectus contained in the Registration Statement and the transfer agent receives a Certificate of Subsequent Sale. Sale in the form attached hereto as Exhibit B. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Holder, that no further opinion of counsel is required at the time of transfer in order to issue such Registrable Securities without restrictive legend. The Company shall cause its transfer agent to issue a certificate without any restrictive legend to a purchaser of any Registrable Securities from any the Holder, if (a) the sale of such Registrable Securities is registered under the applicable Registration Statement (including registration pursuant to Rule 415 under the Securities Act) and such a Holder has delivered a Certificate of Subsequent Sale to the Transfer Agent; (b) such the Holder has provided the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act; or (c) such Registrable Securities are sold in compliance with Rule 144144 under the Securities Act. In addition, the Company shall, at the request of any a Holder, remove the restrictive legend from any Registrable Securities held by such the Holder following the expiration of the holding period required by Rule 144144(k) under the Securities Act (or any successor rule).

Transfer of Registrable Securities After Registration; Suspension. a. (a) Each Holder agrees that it shall will not effect any disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities ActAct of 1933, as amended (the “ Securities Act ”), other than in transactions exempt from the registration requirements of the Securities Act or as contemplated in the any Registration Statement and as described below, and that each Holder shall it will promptly notify the Company of any material changes in the information set forth in the any Registration Statement regarding such Holder or such Holder’s its plan of distribution. b. (b) Except in the event that paragraph (c) below applies, the Company shall: (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the each Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement 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 not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such 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, in light of the circumstances under which they were made, not misleading; (ii) provide each Holder copies of any documents filed pursuant to Section 2(b)(i); and (iii) upon request, inform each Holder who so requests that the Company has complied with its obligations in Section 2(b)(i) (or that, if the Company has filed a post-effective amendment to the any Registration Statement which has not yet been declared effective, the Company will notify such Holder to that effect, will use its best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify such Holder pursuant to Section 2(b)(i) hereof when the amendment has become effective). c. (c) Subject to paragraph (d) below, in the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the any Registration Statement for amendments or supplements to the Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the any Registration Statement or the initiation of any proceedings for that purpose; (iii) 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 in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which necessitates the making of any changes in the any Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any 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, and that in the case of the Prospectus, it will not contain any 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; then the Company shall promptly deliver a certificate in writing to each Holder (the ““ Suspension NoticeNotice ”) to the effect of the foregoing and, upon receipt of such Suspension Notice, such Holder will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “Suspension“ Suspension ”) until such Holder is advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after delivery of a Suspension Notice to such Holder. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to such Holder, such Holder shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 2(c). Each Holder covenants that from the date hereof it will maintain in confidence the receipt and content of any Suspension Notice provided in accordance with this paragraph (c). d. (d) Notwithstanding the foregoing paragraphs of this Section 2, the Company shall use its commercially reasonable efforts to ensure that (i) any Suspension shall not exceed thirty (30) days individually and Suspensions shall not exceed ninety (90) days in the aggregate, during any twelve month period and (iii) each Suspension shall be separated by a period of at least thirty (30) days from a prior Suspension (each Suspension that satisfies the foregoing criteria being referred to herein as a ““ Qualifying Suspension ”). In the event that there occurs a Suspension (or part thereof) that does not constitute a Qualifying Suspension”, the Company shall pay to each Holder, on the thirtieth (30 th ) day following the first day of such Suspension (or the first day of such part), and on each thirtieth (30 th ) day thereafter, an amount equal to 1% of the purchase price paid for the Registrable Securities purchased by such Holder and not previously sold by such Holder (prorated in each such case for partial thirty day periods); provided, however, that in no event shall the payments made pursuant to this paragraph (d), if any, exceed in the aggregate 5% of such purchase price. e. (e) If a Suspension is not then in effect, each Holder may sell Registrable Securities under the each Registration Statement, provided that it complies with any applicable prospectus delivery requirements. Upon receipt of a request therefor, the Company will provide an adequate number of current Prospectuses to such Holder and to any other parties requiring such Prospectuses. f. (f) In the event of a sale of Registrable Securities by a Holder, unless such requirement is waived by the Company in writing, the Holder must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B (““ Certificate of Subsequent SaleSale ”), so that the Registrable Securities may be properly transferred. g. (g) The Company agrees that it shall, immediately prior to the each Registration Statement being declared effective, deliver to its transfer agent an opinion letter of counsel, opining that at any time the Registration Statement is effective, the transfer agent shall issue, in connection with the sale of the Registrable Securities, certificates representing such Registrable Securities without restrictive legend, provided the Registrable Securities are to be sold pursuant to the Prospectus contained in the Registration Statement and the transfer agent receives a Certificate of Subsequent Sale. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Holder, that no further opinion of counsel is required at the time of transfer in order to issue such Registrable Securities without restrictive legend. The Company shall cause its transfer agent to issue a certificate without any restrictive legend to a purchaser of any Registrable Securities from any such Holder, if (a) the sale of such Registrable Securities is registered under the applicable Registration Statement (including registration pursuant to Rule 415 under the Securities Act) and such Holder has delivered a Certificate of Subsequent Sale to the Transfer Agent; (b) such Holder has provided the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act; or (c) such Registrable Securities are sold in compliance with Rule 144144 under the Securities Act. In addition, the Company shall, at the request of any such Holder, remove the restrictive legend from any Registrable Securities held by such the Holder following the expiration of the holding period required by Rule 144144(k) under the Securities Act (or any successor rule).

Transfer of Registrable Securities After Registration; Suspension. a. Each (a) The Holder agrees that it shall will not effect any disposition Disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act, Act other than in transactions exempt from the registration requirements of the Securities Act or as contemplated in the any Registration Statement and as described below, and that each Holder shall it will promptly notify the Company of any material changes in the information set forth in the Registration Statement Statements regarding such the Holder or such Holder’s its plan of distribution. b. (b) Except in the event that paragraph (c) below applies, the Company shall: (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the each Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement 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 not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such 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, in light of the circumstances under which they were made, not misleading; (ii) provide each Holder the Holders copies of any documents filed pursuant to Section 2(b)(i); and (iii) upon request, inform each Holder who so requests that the Company has complied with its obligations in Section 2(b)(i) (or that, if the Company has filed a post-effective amendment to the any Registration Statement which has not yet been declared effective, the Company will notify such the Holder to that effect, will use its best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify such the Holder pursuant to Section 2(b)(i) hereof when the amendment has become effective). c. (c) Subject to paragraph (d) below, in the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the any Registration Statement for amendments or supplements to the Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the any Registration Statement or the initiation of any proceedings for that purpose; (iii) 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 in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which necessitates the making of any changes in the any Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any 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, and that in the case of the Prospectus, it will not contain any 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; then the Company shall promptly deliver a certificate in writing to each Holder the Holders (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, such Holder the Holders will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “Suspension”) until such Holder is the Holders are advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after delivery of a Suspension Notice to such Holderthe Holders. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to such Holderthe Holders, such Holder the Holders shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 2(c). Each Holder covenants The Holders covenant that from the date hereof it they will maintain in confidence the receipt and content of any Suspension Notice provided in accordance with this paragraph (c)) in accordance with and subject to Section 7.6 of Annex I to the Securities Purchase Agreement. d. (d) Notwithstanding the foregoing paragraphs of this Section 2, the Company shall use its commercially reasonable efforts to ensure that (i) any Suspension shall not exceed thirty (30) days individually and Suspensions shall not exceed ninety (90) days in the aggregate, during any twelve month period and (iii) each Suspension shall be separated by a period of at least thirty (30) days from a prior Suspension (each Suspension that satisfies the foregoing criteria being referred to herein as a “Qualifying Suspension”). In the event that there occurs a Suspension (or part thereof) that does not constitute a Qualifying Suspension, the Company shall pay to each Holder, on the thirtieth (30th) day following the first day of such Suspension (or the first day of such part), and on each thirtieth (30th) day thereafter, an amount equal to 1% of the purchase price paid for the Registrable Securities purchased by the Holder and not previously sold by the Holder (prorated in each such case for partial thirty day periods); provided, however, that in no event shall the payments made pursuant to this paragraph (d), if any, exceed in the aggregate 5% of such purchase price. e. (e) If a Suspension is not then in effect, each Holder the Holders may sell Registrable Securities under the each Registration Statement, provided that it complies they comply with any applicable prospectus delivery requirements. Upon receipt of a request therefor, the Company will provide an adequate number of current Prospectuses to such each Holder and to any other parties requiring such Prospectuses. f. (f) In the event of a sale of Registrable Securities by a Holder, unless such requirement is waived by the Company in writing, the Holder must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B (“Certificate of Subsequent Sale”)A, so that the Registrable Securities may be properly transferred. g. (g) The Company agrees that it shall, immediately prior to the each Registration Statement being declared effective, deliver to its transfer agent an opinion letter of counsel, opining that at any time the Registration Statement is effective, the transfer agent shall issue, in connection with the sale of the Registrable Securities, certificates representing such Registrable Securities without restrictive legend, provided the Registrable Securities are to be sold pursuant to the Prospectus contained in the Registration Statement and the transfer agent receives a Certificate of Subsequent Sale. Sale in the form attached hereto as Exhibit B. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Holder, that no further opinion of counsel is required at the time of transfer in order to issue such Registrable Securities without restrictive legend. The Company shall cause its transfer agent to issue a certificate without any restrictive legend to a purchaser of any Registrable Securities from any the Holder, if (a) the sale of such Registrable Securities is registered under the applicable Registration Statement (including registration pursuant to Rule 415 under the Securities Act) and such a Holder has delivered a Certificate of Subsequent Sale to the Transfer Agent; (b) such the Holder has provided the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act; or (c) such Registrable Securities are sold in compliance with Rule 144144 under the Securities Act. In addition, the Company shall, at the request of any a Holder, remove the restrictive legend from any Registrable Securities held by such the Holder following the expiration of the holding period required by Rule 144144(k) under the Securities Act (or any successor rule).

Transfer of Registrable Securities After Registration; Suspension. a. Each (a) The Holder agrees that it shall will not effect any disposition of the Registrable Securities or its right to purchase the Registrable Securities that would constitute a sale within the meaning of the Securities Act, other than in transactions exempt from the registration requirements of the Securities Act or except as contemplated in the Registration Statement referred to in Section 2.1 and as described belowherein, and that each Holder shall it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding such the Holder or such Holder’s its plan of distribution. b. (b) Except in the event that paragraph (c) below applies, the Company shall: (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement 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 not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such Prospectus 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, in light of the circumstances under which they were made, not misleading; (ii) provide each the Holder copies of any documents filed pursuant to Section 2(b)(i2.2(b)(i); and (iii) upon request, promptly inform each Holder who so requests that the Company has complied with its obligations in Section 2(b)(i2.2(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify such the Holder to that effect, will use its best reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify such the Holder pursuant to Section 2(b)(i2.2(b)(i) hereof when the amendment has become effective). c. (c) Subject to paragraph (d) below, in the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the a Registration Statement or related Prospectus prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the a Registration Statement or the initiation of any proceedings for that purpose; (iii) 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 in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectusprospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectusprospectus, it will not contain any untrue statement of a material fact or omit any omission 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; then the Company shall promptly deliver a certificate in writing to each the Holder (the “"Suspension Notice”") to the effect of the foregoing and, upon receipt of such Suspension Notice, such the Holder will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “"Suspension”") until such Holder the Holder's receipt of copies of a supplemented or amended prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current Prospectus prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectusprospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus prospectus so suspended to be resumed as soon as reasonably practicable within 20 business days after delivery of a Suspension Notice to such Holderthe Holders. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to such the Holder, such the Holder shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 2(c). Each Holder covenants that from the date hereof it will maintain in confidence the receipt 2.2(c) and content of any Suspension Notice provided in accordance with this paragraph (c2.2(d). d. (d) Notwithstanding the foregoing paragraphs of this Section 22.2, the Company shall use its commercially reasonable efforts to ensure that (i) any Suspension Holder shall not exceed thirty be prohibited from selling Registrable Securities under the Registration Statement as a result of Suspensions on more than two nonconsecutive occasions of not more than forty-five (3045) days individually and Suspensions shall not exceed ninety each in any twelve (9012) days month period, unless, in the aggregategood faith judgment of the Company's Board of Directors, during any twelve month period upon advice of counsel, the sale of Registrable Securities under the Registration Statement in reliance on this paragraph 2.2(d) would be reasonably likely to cause a violation of the Securities Act or the Exchange Act and (iii) each Suspension shall be separated by a period of at least thirty (30) days from a prior Suspension (each Suspension that satisfies result in potential liability to the foregoing criteria being referred to herein as a “Qualifying Suspension”)Company. e. If (e) Provided that a Suspension is not then in effect, each effect the Holder may sell Registrable Securities under the Registration Statement, provided that it complies with any applicable arranges for delivery of a current prospectus delivery requirementsto the transferee of such Registrable Securities. Upon receipt of a request therefor, the Company will has agreed to provide an adequate number of current Prospectuses prospectuses to such the Holder and to supply copies to any other parties requiring such Prospectusesprospectuses. f. (f) In the event of a sale of Registrable Securities by a the Holder, unless such requirement is waived by the Company in writing, the Holder must also deliver to the Company’s 's transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B (“Certificate of Subsequent Sale”)C, so that the Registrable Securities shares may be properly transferred. g. The Company agrees that it shall, immediately prior to the Registration Statement being declared effective, deliver to its transfer agent an opinion letter of counsel, opining that at any time the Registration Statement is effective, the transfer agent shall issue, in connection with the sale of the Registrable Securities, certificates representing such Registrable Securities without restrictive legend, provided the Registrable Securities are to be sold pursuant to the Prospectus contained in the Registration Statement and the transfer agent receives a Certificate of Subsequent Sale. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Holder, that no further opinion of counsel is required at the time of transfer in order to issue such Registrable Securities without restrictive legend. The Company shall cause its transfer agent to issue a certificate without any restrictive legend to a purchaser of any Registrable Securities from any Holder, if (a) the sale of such Registrable Securities is registered under the Registration Statement (including registration pursuant to Rule 415 under the Securities Act) and such Holder has delivered a Certificate of Subsequent Sale to the Transfer Agent; (b) such Holder has provided the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act; or (c) such Registrable Securities are sold in compliance with Rule 144. In addition, the Company shall, at the request of any Holder, remove the restrictive legend from any Registrable Securities held by such Holder following the expiration of the holding period required by Rule 144.

Transfer of Registrable Securities After Registration; Suspension. a. Each Holder The Investor agrees that it shall not effect any disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act, other than in transactions exempt from the registration requirements of the Securities Act or except as contemplated in the Registration Statement and referred to in Section 6.1 or as described belowotherwise permitted by law, and that each Holder it shall promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding such Holder the Investor or such Holder’s its plan of distribution. b. (a) Any Registration Statement (including any amendments or supplements thereto and Prospectuses contained therein) filed by the Company covering the Registrable Securities shall not contain any 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 light of the circumstances in which they were made, not misleading. Except in the event that paragraph Section (c) below applies, the Company shall: (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will shall 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 not misleading, and so that, as thereafter delivered to purchasers the Investor of the Registrable Securities being sold thereunder, such Prospectus will shall 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, in light of the circumstances under which they were made, not misleading; (ii) provide each Holder the Investor copies of any documents filed pursuant to Section 2(b)(i6.2(b)(i); and (iii) upon request, inform each Holder who so requests the Investor that the Company has complied with its obligations in Section 2(b)(i6.2(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will shall notify such Holder the Investor to that effect, will shall use its best commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will shall promptly notify such Holder the Investor pursuant to Section 2(b)(i6.2(b)(i) hereof when the amendment has become effective). c. Subject to paragraph (db) below, in In the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the a Registration Statement or a related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the a Registration Statement or the initiation of any proceedings for that purpose; (iii) 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 in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will shall not contain any untrue statement of a material fact or omit any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will shall not contain any untrue statement of a material fact or omit any omission 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; then the Company shall promptly deliver a certificate in writing to each Holder the Investor (the “"Suspension Notice”") to the effect of the foregoing and, upon receipt of such Suspension Notice, such Holder will the Investor shall refrain from selling any Registrable Securities pursuant to the Registration Statement (a “"Suspension”") until such Holder the Investor's receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will shall use its commercially reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after delivery of a Suspension Notice to the Investor, shall prepare a supplement or amendment to the Registration Statement to correct such Holderuntrue statement or omission, and shall deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to such Holderthe Investor, such Holder the Investor shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 2(c6.2(b). Each Holder covenants that from Subject to the date hereof it will maintain in confidence the receipt and content of any Suspension Notice provided in accordance with this paragraph (c). d. Notwithstanding the foregoing paragraphs of Company's rights under this Section 26.2(b), the Company shall use its commercially reasonable efforts to ensure prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement and, if such an order is issued, shall use its commercially reasonable efforts to obtain the withdrawal of such order at the earliest possible time and to notify the Investor that (i) any Suspension holds the Registrable Securities being sold of the issuance of such order and the resolution thereof. If the use of the Registration Statement is suspended by the Company, the Company shall not exceed thirty (30) days individually promptly give notice of the suspension to the Investor and Suspensions shall not exceed ninety (90) days in promptly notify the aggregate, during any twelve month period and (iii) each Suspension shall Investor as soon as the use of the Registration Statement may be separated by a period of at least thirty (30) days from a prior Suspension (each Suspension that satisfies the foregoing criteria being referred to herein as a “Qualifying Suspension”)resumed. e. If (c) Provided that a Suspension is not then in effect, each Holder the Investor may sell the Registrable Securities under the Registration Statement, provided that it complies with any applicable prospectus arranges for delivery requirementsof a current Prospectus to the transferee of such Registrable Securities. Upon receipt of a request therefor, the Company will has agreed to provide an adequate number of current Prospectuses to such Holder the Investor and to supply copies to any other parties requiring such Prospectuses. f. In the event of a sale of Registrable Securities by a Holder, unless such requirement is waived by the Company in writing, the Holder must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B (“Certificate of Subsequent Sale”), so that the Registrable Securities may be properly transferred. g. The Company agrees that it shall, immediately prior to the Registration Statement being declared effective, deliver to its transfer agent an opinion letter of counsel, opining that at any time the Registration Statement is effective, the transfer agent shall issue, in connection with the sale of the Registrable Securities, certificates representing such Registrable Securities without restrictive legend, provided the Registrable Securities are to be sold pursuant to the Prospectus contained in the Registration Statement and the transfer agent receives a Certificate of Subsequent Sale. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Holder, that no further opinion of counsel is required at the time of transfer in order to issue such Registrable Securities without restrictive legend. The Company shall cause its transfer agent to issue a certificate without any restrictive legend to a purchaser of any Registrable Securities from any Holder, if (a) the sale of such Registrable Securities is registered under the Registration Statement (including registration pursuant to Rule 415 under the Securities Act) and such Holder has delivered a Certificate of Subsequent Sale to the Transfer Agent; (b) such Holder has provided the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act; or (c) such Registrable Securities are sold in compliance with Rule 144. In addition, the Company shall, at the request of any Holder, remove the restrictive legend from any Registrable Securities held by such Holder following the expiration of the holding period required by Rule 144.

Transfer of Registrable Securities After Registration; Suspension. a. 3.1. Each Holder Investor agrees that it shall will not effect any disposition Disposition of the Registrable Securities or its right to purchase the Registrable Securities that would constitute a sale within the meaning of the Securities ActAct or pursuant to any applicable state securities or Blue Sky laws of any state, other than except (A) as contemplated in transactions exempt from any Registration Statement covering the Registrable Securities that has been declared effective, (B) pursuant to the requirements of Rule 144 (in which case such Investor will provide the Company with reasonable evidence of such Investor’s compliance therewith) or (C) pursuant to a written opinion of legal counsel reasonably satisfactory to the Company and addressed to the Company to the effect that registration requirements under Section 5 of the Securities Act or as contemplated is not required in connection with the Registration Statement and as described below, and that each Holder proposed transfer; whereupon the holder of such securities shall promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding be entitled to transfer such Holder or such Holder’s plan of distributionsecurities. b. 3.2. Except in the event that paragraph (c) below Section 3.3 applies, the Company shall: (iA) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement Statements or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement 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 not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such 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, in light of the circumstances under which they were made, not misleading; (iiB) upon request by any Investor, provide each Holder such Investor copies of any documents filed pursuant to Section 2(b)(i3.2(A); and (iiiC) upon request, inform each Holder who so requests Investor that the Company has complied with its obligations in Section 2(b)(i3.2(A) (or that, if the Company has filed a post-effective amendment to the a Registration Statement which has not yet been declared effective, the Company will notify such Holder the Investors to that effect, will use its best reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify such Holder the Investors pursuant to Section 2(b)(i3.2(A) hereof when the amendment has become effective). c. 3.3. Subject to paragraph (d) belowSection 3.4, in the eventevent of: (iA) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the any Registration Statement for amendments or supplements to the a Registration Statement or related Prospectus or for additional information; (iiB) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the a Registration Statement or the initiation of any proceedings for that purpose; (iiiC) 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 in any jurisdiction or the initiation of any proceeding for such purpose; or (ivD) of any event or circumstance which necessitates the making of any changes in the any Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the such Registration Statement, it will not contain any untrue statement of a material fact or omit any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the such Prospectus, it will not contain any untrue statement of a material fact or omit any omission 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; then the Company shall promptly deliver a certificate in writing to each Holder the Investors (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, such Holder the Investors will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “Suspension”) until such Holder the Investors’ receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the a Prospectus so suspended to be resumed as soon as reasonably practicable within 20 business days after delivery of a Suspension Notice to such Holderthe Investors. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to such Holderthe Investors, such Holder the Investors shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 2(c). Each Holder covenants that from the date hereof it will maintain in confidence the receipt and content of any Suspension Notice provided in accordance with this paragraph (c)3.3. d. 3.4. Notwithstanding the foregoing paragraphs sections of this Section 23, the Company shall use its commercially reasonable efforts to ensure that (i) any Suspension Investors shall not exceed be prohibited from selling Registrable Securities under a Registration Statement as a result of Suspensions on more than two (2) occasions of not more than thirty (30) days individually and Suspensions shall not exceed ninety each in any twelve (9012) days month period (the “Permitted Suspension Period”) unless, in the aggregategood faith judgment of the Company’s Board of Directors, during any twelve month period and (iii) each Suspension shall upon advice of counsel, the sale of Registrable Securities under such Registration Statement in reliance on this Section 3.4 would be separated by reasonably likely to cause a period violation of at least thirty (30) days from a prior Suspension (each Suspension that satisfies the foregoing criteria being referred to herein as a “Qualifying Suspension”)Securities Act or the Exchange Act. e. If 3.5. Provided that a Suspension is not then in effect, each Holder any Investor may sell Registrable Securities under the Registration StatementStatements, provided that it complies the Investor is selling its Registrable Securities in accordance with any such Registration Statement, the Securities Act, applicable state securities laws and, to the extent the exemption from prospectus delivery requirements. Upon receipt requirements in Rule 172 under the Securities Act is not available, satisfies the requirement of delivering a request therefor, the Company will provide an adequate number of current Prospectuses to such Holder and to any other parties requiring such Prospectuses. f. In the event of a sale of Registrable Securities by a Holder, unless such requirement is waived by the Company in writing, the Holder must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B (“Certificate of Subsequent Sale”), so that the Registrable Securities may be properly transferred. g. The Company agrees that it shall, immediately prior to the Registration Statement being declared effective, deliver to its transfer agent an opinion letter of counsel, opining that at any time the Registration Statement is effective, the transfer agent shall issue, prospectus in connection with the any proposed transfer or sale of the Registrable Securities, certificates representing such Registrable Securities without restrictive legend, provided the Registrable Securities are to be sold pursuant to the Prospectus contained in the Registration Statement and the transfer agent receives a Certificate of Subsequent Sale. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Holder, that no further opinion of counsel is required at the time of transfer in order to issue such Registrable Securities without restrictive legend. The Company shall cause its transfer agent to issue a certificate without any restrictive legend to a purchaser of any Registrable Securities from any Holder, if (a) the sale of such Registrable Securities is registered under the Registration Statement (including registration pursuant to Rule 415 under the Securities Act) and such Holder has delivered a Certificate of Subsequent Sale to the Transfer Agent; (b) such Holder has provided the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act; or (c) such Registrable Securities are sold in compliance with Rule 144. In addition, the Company shall, at the request of any Holder, remove the restrictive legend from any Registrable Securities held by such Holder following the expiration of the holding period required by Rule 144.

Transfer of Registrable Securities After Registration; Suspension. a. (a) Each Holder agrees that it shall will not effect any disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), other than in transactions exempt from the registration requirements of the Securities Act or as contemplated in the any Registration Statement and as described below, and that each Holder shall it will promptly notify the Company of any material changes in the information set forth in the any Registration Statement regarding such Holder or such Holder’s its plan of distribution. b. (b) Except in the event that paragraph (c) below applies, the Company shall: (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the each Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement 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 not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such 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, in light of the circumstances under which they were made, not misleading; (ii) provide each Holder copies of any documents filed pursuant to Section 2(b)(i); and (iii) upon request, inform each Holder who so requests that the Company has complied with its obligations in Section 2(b)(i) (or that, if the Company has filed a post-effective amendment to the any Registration Statement which has not yet been declared effective, the Company will notify such Holder to that effect, will use its best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify such Holder pursuant to Section 2(b)(i) hereof when the amendment has become effective). c. (c) Subject to paragraph (d) below, in the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the any Registration Statement for amendments or supplements to the Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the any Registration Statement or the initiation of any proceedings for that purpose; (iii) 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 in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which necessitates the making of any changes in the any Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any 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, and that in the case of the Prospectus, it will not contain any 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; then the Company shall promptly deliver a certificate in writing to each Holder (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, such Holder will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “Suspension”) until such Holder is advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after delivery of a Suspension Notice to such Holder. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to such Holder, such Holder shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 2(c). Each Holder covenants that from the date hereof it will maintain in confidence the receipt and content of any Suspension Notice provided in accordance with this paragraph (c). d. (d) Notwithstanding the foregoing paragraphs of this Section 2, the Company shall use its commercially reasonable efforts to ensure that (i) any Suspension shall not exceed thirty (30) days individually and Suspensions shall not exceed ninety (90) days in the aggregate, during any twelve month period and (iii) each Suspension shall be separated by a period of at least thirty (30) days from a prior Suspension (each Suspension that satisfies the foregoing criteria being referred to herein as a “Qualifying Suspension”). In the event that there occurs a Suspension (or part thereof) that does not constitute a Qualifying Suspension, the Company shall pay to each Holder, on the thirtieth (30th) day following the first day of such Suspension (or the first day of such part), and on each thirtieth (30th) day thereafter, an amount equal to 1% of the purchase price paid for the Registrable Securities purchased by such Holder and not previously sold by such Holder (prorated in each such case for partial thirty day periods); provided, however, that in no event shall the payments made pursuant to this paragraph (d), if any, exceed in the aggregate 5% of such purchase price. e. (e) If a Suspension is not then in effect, each Holder may sell Registrable Securities under the each Registration Statement, provided that it complies with any applicable prospectus delivery requirements. Upon receipt of a request therefor, the Company will provide an adequate number of current Prospectuses to such Holder and to any other parties requiring such Prospectuses. f. (f) In the event of a sale of Registrable Securities by a Holder, unless such requirement is waived by the Company in writing, the Holder must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B (“Certificate of Subsequent Sale”), so that the Registrable Securities may be properly transferred. g. (g) The Company agrees that it shall, immediately prior to the each Registration Statement being declared effective, deliver to its transfer agent an opinion letter of counsel, opining that at any time the Registration Statement is effective, the transfer agent shall issue, in connection with the sale of the Registrable Securities, certificates representing such Registrable Securities without restrictive legend, provided the Registrable Securities are to be sold pursuant to the Prospectus contained in the Registration Statement and the transfer agent receives a Certificate of Subsequent Sale. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Holder, that no further opinion of counsel is required at the time of transfer in order to issue such Registrable Securities without restrictive legend. The Company shall cause its transfer agent to issue a certificate without any restrictive legend to a purchaser of any Registrable Securities from any such Holder, if (a) the sale of such Registrable Securities is registered under the applicable Registration Statement (including registration pursuant to Rule 415 under the Securities Act) and such Holder has delivered a Certificate of Subsequent Sale to the Transfer Agent; (b) such Holder has provided the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act; or (c) such Registrable Securities are sold in compliance with Rule 144144 under the Securities Act. In addition, the Company shall, at the request of any such Holder, remove the restrictive legend from any Registrable Securities held by such the Holder following the expiration of the holding period required by Rule 144144(k) under the Securities Act (or any successor rule).

Transfer of Registrable Securities After Registration; Suspension. a. Each (a) The Holder agrees that it shall will not effect any disposition Disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act, Act other than in transactions exempt from the registration requirements of the Securities Act or Act, as contemplated in the Registration Statement and as described below, and that each Holder shall it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding such the Holder or such Holder’s its plan of distribution. b. (b) Except in the event that paragraph (c) below applies, the Company shall: (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement 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 not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such 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, in light of the circumstances under which they were made, not misleading; (ii) provide each Holder the Holders copies of any documents filed pursuant to Section 2(b)(i); and (iii) upon request, inform each Holder who so requests that the Company has complied with its obligations in Section 2(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify such the Holder to that effect, will use its best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify such the Holder pursuant to Section 2(b)(i) hereof when the amendment has become effective). c. (c) Subject to paragraph (d) below, in the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) 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 in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any 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, and that in the case of the Prospectus, it will not contain any 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; then the Company shall promptly deliver a certificate in writing to each Holder the Holders (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, such Holder the Holders will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “Suspension”) until such Holder is the Holders are advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after delivery of a Suspension Notice to such Holderthe Holders. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to such Holderthe Holders, such Holder the Holders shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 2(c). Each Holder covenants The Holders covenant that from the date hereof it they will maintain in confidence the receipt and content of any Suspension Notice provided in accordance with this paragraph (c)) until such information (i) becomes generally publicly available other than through a violation of this provision by the Investor or its agents or (ii) is required to be disclosed in legal proceedings (such as by deposition, interrogatory, request for documents, subpoena, civil investigation demand, filing with any governmental authority or similar process) or as otherwise required by law; provided, however, that before making any disclosure in reliance on this Section, the Holders will give the Company at least fifteen (15) days prior written notice (or such shorter period as required by law) specifying the circumstances giving rise thereto and will furnish only that portion of the non-public information which is legally required and will exercise its commercially reasonable efforts to ensure that confidential treatment will be accorded any non-public information so furnished. d. (d) Notwithstanding the foregoing paragraphs of this Section 2, the Company shall use its commercially reasonable efforts to ensure that (i) any Suspension shall not exceed thirty (30) days individually and Suspensions shall not exceed ninety (90) days in the aggregate, during any twelve month period and (iii) each Suspension shall be separated by a period of at least thirty (30) days from a prior Suspension (each Suspension that satisfies the foregoing criteria being referred to herein as a “Qualifying Suspension”). In the event that there occurs a Suspension (or part thereof) that does not constitute a Qualifying Suspension, the Company shall pay to each Holder, on the thirtieth (30th) day following the first day of such Suspension (or the first day of such part), and on each thirtieth (30th) day thereafter, an amount equal to 1% of the purchase price paid for the Registrable Securities purchased by the Holder and not previously sold by the Holder (prorated in each such case for partial thirty day periods); provided, however, that in no event shall the payments made pursuant to this paragraph (d), if any, exceed in the aggregate 5% of such purchase price. e. (e) If a Suspension is not then in effect, each Holder the Holders may sell Registrable Securities under the Registration Statement, provided that it complies they comply with any applicable prospectus delivery requirements. Upon receipt of a request therefor, the Company will provide an adequate number of current Prospectuses to such each Holder and to any other parties requiring such Prospectuses. f. (f) In the event of a sale of Registrable Securities by a Holder, unless such requirement is waived by the Company in writing, the Holder must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B (“Certificate of Subsequent Sale”)A, so that the Registrable Securities may be properly transferred. g. (g) The Company agrees that it shall, immediately prior to the Registration Statement being declared effective, deliver to its transfer agent an opinion letter of counsel, opining that at any time the Registration Statement is effective, the transfer agent shall issue, in connection with the sale of the Registrable Securities, certificates representing such Registrable Securities without restrictive legend, provided the Registrable Securities are to be sold pursuant to the Prospectus contained in the Registration Statement and the transfer agent receives a Certificate of Subsequent Sale. Sale in the form attached hereto as Exhibit B. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Holder, that no further opinion of counsel is required at the time of transfer in order to issue such Registrable Securities without restrictive legend. The Company shall cause its transfer agent to issue a certificate without any restrictive legend to a purchaser of any Registrable Securities from any the Holder, if (a) the sale of such Registrable Securities is registered under the Registration Statement (including registration pursuant to Rule 415 under the Securities Act) and such a Holder has delivered a Certificate of Subsequent Sale to the Transfer Agent; (b) such the Holder has provided the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act; or (c) such Registrable Securities are sold in compliance with Rule 144144 under the Securities Act. In addition, the Company shall, at the request of any a Holder, remove the restrictive legend from any Registrable Securities held by such the Holder following the expiration of the holding period required by Rule 144144(k) under the Securities Act (or any successor rule).

Transfer of Registrable Securities After Registration; Suspension. a. Each Holder (a) The Investor agrees that it shall will not effect any disposition of the Registrable Securities or its right to purchase the Registrable Securities that would constitute a sale within the meaning of the Securities Act, other than in transactions exempt from the registration requirements of the Securities Act or except as contemplated in the Registration Statement referred to in Section 8.1 and as described belowbelow or as otherwise permitted by law, and that each Holder shall it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding such Holder the Investor or such Holder’s its plan of distribution. b. (b) Except in the event that paragraph (c) below applies, the Company shall: shall (i) if deemed necessary by the Company, use commercially reasonable efforts to prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement 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 not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such Prospectus 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, in light of the circumstances under which they were made, not misleading; (ii) provide each Holder the Investor (which may occur electronically) upon its request copies of any documents filed pursuant to Section 2(b)(i8.2(b)(i); and (iii) upon request, inform each Holder who so requests Investor that the Company has complied with its obligations in Section 2(b)(i8.2(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify such Holder the Investor to that effect, will use its best commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify such Holder pursuant to Section 2(b)(i) hereof the Investor when the amendment has become effective). c. (c) Subject to paragraph (d) below, in the event: event (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the a Registration Statement or related Prospectus prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the a Registration Statement or the initiation of any proceedings for that purpose; (iii) 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 in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) of any event or circumstance which which, upon the advice of its counsel, necessitates the making of any changes in the Registration Statement or Prospectusprospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectusprospectus, it will not contain any untrue statement of a material fact or omit any omission 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; then the Company shall promptly deliver a certificate in writing (which may be delivered electronically) to each Holder the Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, such Holder the Investor will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “Suspension”) until such Holder the Investor’s receipt of copies of a supplemented or amended prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current Prospectus prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectusprospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to such Holder. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to such Holder, such Holder shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 2(c). Each Holder covenants that from the date hereof it will maintain in confidence the receipt and content of any Suspension Notice provided in accordance with this paragraph (c)Investor. d. Notwithstanding the foregoing paragraphs of this Section 2, the Company shall use its commercially reasonable efforts to ensure (d) Provided that (i) any Suspension shall not exceed thirty (30) days individually and Suspensions shall not exceed ninety (90) days in the aggregate, during any twelve month period and (iii) each Suspension shall be separated by a period of at least thirty (30) days from a prior Suspension (each Suspension that satisfies the foregoing criteria being referred to herein as a “Qualifying Suspension”). e. If a Suspension is not then in effect, each Holder the Investor may sell Registrable Securities under the Registration Statement, provided that it complies with any applicable prospectus arranges for delivery requirements. Upon receipt of a request therefor, the Company will provide an adequate number of current Prospectuses to such Holder and to any other parties requiring such Prospectuses. f. In the event of a sale of Registrable Securities by a Holder, unless such requirement is waived by the Company in writing, the Holder must also deliver prospectus to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B (“Certificate of Subsequent Sale”), so that the Registrable Securities may be properly transferred. g. The Company agrees that it shall, immediately prior to the Registration Statement being declared effective, deliver to its transfer agent an opinion letter of counsel, opining that at any time the Registration Statement is effective, the transfer agent shall issue, in connection with the sale of the Registrable Securities, certificates representing such Registrable Securities without restrictive legend, provided the Registrable Securities are to be sold pursuant to the Prospectus contained in the Registration Statement and the transfer agent receives a Certificate of Subsequent Sale. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Holder, that no further opinion of counsel is required at the time of transfer in order to issue such Registrable Securities without restrictive legend. The Company shall cause its transfer agent to issue a certificate without any restrictive legend to a purchaser of any Registrable Securities from any Holder, if (a) the sale transferee of such Registrable Securities is registered under to the Registration Statement (including registration pursuant to Rule 415 under extent required by the Securities Act) Act and such Holder has delivered a Certificate of Subsequent Sale to the Transfer Agent; (b) such Holder has provided the Company with an opinion of counsel, in form, substance rules and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act; or (c) such Registrable Securities are sold in compliance with Rule 144. In addition, the Company shall, at the request of any Holder, remove the restrictive legend from any Registrable Securities held by such Holder following the expiration of the holding period required by Rule 144regulations thereunder.

Transfer of Registrable Securities After Registration; Suspension. a. Each (a) The Holder agrees that it shall will not effect any disposition Disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act, Act other than in transactions exempt from the registration requirements of the Securities Act or Act, as contemplated in the Registration Statement and as described below, and that each Holder shall it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding such the Holder or such Holder’s its plan of distribution. b. (b) Except in the event that paragraph (c) below applies, the Company shall: (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement 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 not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such 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, in light of the circumstances under which they were made, not misleading; (ii) provide each Holder the Holders copies of any documents filed pursuant to Section 2(b)(i); and (iii) upon request, inform each Holder who so requests that the Company has complied with its obligations in Section 2(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify such the Holder to that effect, will use its best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify such the Holder pursuant to Section 2(b)(i) hereof when the amendment has become effective). c. (c) Subject to paragraph (d) below, in the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) 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 in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any 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, and that in the case of the Prospectus, it will not contain any 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; then the Company shall promptly deliver a certificate in writing to each Holder the Holders (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, such Holder the Holders will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “”Suspension”) until such Holder is the Holders are advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after delivery of a Suspension Notice to such Holderthe Holders. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to such Holderthe Holders, such Holder the Holders shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 2(c). Each Holder covenants The Holders covenant that from the date hereof it they will maintain in confidence the receipt and content of any Suspension Notice provided in accordance with this paragraph (c)) until such information (i) becomes generally publicly available other than through a violation of this provision by the Investor or its agents or (ii) is required to be disclosed in legal proceedings (such as by deposition, interrogatory, request for documents, subpoena, civil investigation demand, filing with any governmental authority or similar process) or as otherwise required by law; provided, however, that before making any disclosure in reliance on this Section, the Holders will give the Company at least fifteen (15) days prior written notice (or such shorter period as required by law) specifying the circumstances giving rise thereto and will furnish only that portion of the non-public information which is legally required and will exercise its commercially reasonable efforts to ensure that confidential treatment will be accorded any non-public information so furnished. d. (d) Notwithstanding the foregoing paragraphs of this Section 2, the Company shall use its commercially reasonable efforts to ensure that (i) any Suspension shall not exceed thirty (30) days individually and Suspensions shall not exceed ninety (90) days in the aggregate, during any twelve month period and (iii) each Suspension shall be separated by a period of at least thirty (30) days from a prior Suspension (each Suspension that satisfies the foregoing criteria being referred to herein as a “Qualifying Suspension”). In the event that there occurs a Suspension (or part thereof) that does not constitute a Qualifying Suspension, the Company shall pay to each Holder, on the thirtieth (30th) day following the first day of such Suspension (or the first day of such part), and on each thirtieth (30th) day thereafter, an amount equal to 1% of the purchase price paid for the Registrable Securities purchased by the Holder and not previously sold by the Holder (prorated in each such case for partial thirty day periods); provided, however, that in no event shall the payments made pursuant to this paragraph (d), if any, exceed in the aggregate 5% of such purchase price. e. (e) If a Suspension is not then in effect, each Holder the Holders may sell Registrable Securities under the Registration Statement, provided that it complies they comply with any applicable prospectus delivery requirements. Upon receipt of a request therefor, the Company will provide an adequate number of current Prospectuses to such each Holder and to any other parties requiring such Prospectuses. f. (f) In the event of a sale of Registrable Securities by a Holder, unless such requirement is waived by the Company in writing, the Holder must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B (“Certificate of Subsequent Sale”)A, so that the Registrable Securities may be properly transferred. g. (g) The Company agrees that it shall, immediately prior to the Registration Statement being declared effective, deliver to its transfer agent an opinion letter of counsel, opining that at any time the Registration Statement is effective, the transfer agent shall issue, in connection with the sale of the Registrable Securities, certificates representing such Registrable Securities without restrictive legend, provided the Registrable Securities are to be sold pursuant to the Prospectus contained in the Registration Statement and the transfer agent receives a Certificate of Subsequent Sale. Sale in the form attached hereto as Exhibit B. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Holder, that no further opinion of counsel is required at the time of transfer in order to issue such Registrable Securities without restrictive legend. The Company shall cause its transfer agent to issue a certificate without any restrictive legend to a purchaser of any Registrable Securities from any the Holder, if (a) the sale of such Registrable Securities is registered under the Registration Statement (including registration pursuant to Rule 415 under the Securities Act) and such a Holder has delivered a Certificate of Subsequent Sale to the Transfer Agent; (b) such the Holder has provided the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act; or (c) such Registrable Securities are sold in compliance with Rule 144144 under the Securities Act. In addition, the Company shall, at the request of any a Holder, remove the restrictive legend from any Registrable Securities held by such the Holder following the expiration of the holding period required by Rule 144144(k) under the Securities Act (or any successor rule).

Transfer of Registrable Securities After Registration; Suspension. a. Each Holder (a) The Investor agrees that it shall will not effect any disposition of the Registrable Securities or its right to purchase the Registrable Securities that would constitute a sale within the meaning of the Securities Act, other than in transactions exempt from the registration requirements of the Securities Act or except as contemplated in the Registration Statement referred to in Section 8.1 and as described belowbelow or as otherwise permitted by law, and that each Holder shall it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding such Holder the Investor or such Holder’s its plan of distribution. b. (b) Except in the event that paragraph (c) below applies, the Company shall: shall (i) if deemed necessary by the Company, use reasonable efforts to prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement 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 not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such Prospectus 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, in light of the circumstances under which they were made, not misleading; (ii) provide each Holder the Investor (which may occur electronically) upon its request copies of any documents filed pursuant to Section 2(b)(i8.2(b)(i); and (iii) upon request, inform each Holder who so requests Investor that the Company has complied with its obligations in Section 2(b)(i8.2(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify such Holder the Investor to that effect, will use its best reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify such Holder pursuant to Section 2(b)(i) hereof the Investor when the amendment has become effective). c. (c) Subject to paragraph (d) below, in the event: event (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the a Registration Statement or related Prospectus prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the a Registration Statement or the initiation of any proceedings for that purpose; (iii) 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 in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) of any event or circumstance which which, upon the advice of its counsel, necessitates the making of any changes in the Registration Statement or Prospectusprospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectusprospectus, it will not contain any untrue statement of a material fact or omit any omission 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; or (v) the Company determined in its good faith judgment that the disclosure of any event or circumstance would be to the detriment of the business, operations or prospects of the Company or otherwise relates to a business transaction, operations or other material event which has not yet been publicly disclosed; then the Company shall promptly deliver a certificate in writing (which may be delivered electronically) to each Holder the Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, such Holder the Investor will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “Suspension”) until such Holder the Investor’s receipt of copies of a supplemented or amended prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current Prospectus prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectusprospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to such Holder. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to such Holder, such Holder shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 2(c). Each Holder covenants that from the date hereof it will maintain in confidence the receipt and content of any Suspension Notice provided in accordance with this paragraph (c)Investor. d. Notwithstanding the foregoing paragraphs of this Section 2, the Company shall use its commercially reasonable efforts to ensure (d) Provided that (i) any Suspension shall not exceed thirty (30) days individually and Suspensions shall not exceed ninety (90) days in the aggregate, during any twelve month period and (iii) each Suspension shall be separated by a period of at least thirty (30) days from a prior Suspension (each Suspension that satisfies the foregoing criteria being referred to herein as a “Qualifying Suspension”). e. If a Suspension is not then in effect, each Holder the Investor may sell Registrable Securities under the Registration Statement, provided that it complies with any applicable prospectus arranges for delivery requirements. Upon receipt of a request therefor, the Company will provide an adequate number of current Prospectuses to such Holder and to any other parties requiring such Prospectuses. f. In the event of a sale of Registrable Securities by a Holder, unless such requirement is waived by the Company in writing, the Holder must also deliver prospectus to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B (“Certificate of Subsequent Sale”), so that the Registrable Securities may be properly transferred. g. The Company agrees that it shall, immediately prior to the Registration Statement being declared effective, deliver to its transfer agent an opinion letter of counsel, opining that at any time the Registration Statement is effective, the transfer agent shall issue, in connection with the sale of the Registrable Securities, certificates representing such Registrable Securities without restrictive legend, provided the Registrable Securities are to be sold pursuant to the Prospectus contained in the Registration Statement and the transfer agent receives a Certificate of Subsequent Sale. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Holder, that no further opinion of counsel is required at the time of transfer in order to issue such Registrable Securities without restrictive legend. The Company shall cause its transfer agent to issue a certificate without any restrictive legend to a purchaser of any Registrable Securities from any Holder, if (a) the sale transferee of such Registrable Securities is registered under to the Registration Statement (including registration pursuant to Rule 415 under extent required by the Securities Act) Act and such Holder has delivered a Certificate of Subsequent Sale to the Transfer Agent; (b) such Holder has provided the Company with an opinion of counsel, in form, substance rules and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act; or (c) such Registrable Securities are sold in compliance with Rule 144. In addition, the Company shall, at the request of any Holder, remove the restrictive legend from any Registrable Securities held by such Holder following the expiration of the holding period required by Rule 144regulations thereunder.

Transfer of Registrable Securities After Registration; Suspension. a. Each Holder (a) The Investor agrees that it shall will not effect any disposition Disposition of the Registrable Securities or its right to purchase the Registrable Securities that would constitute a sale within the meaning of the Securities Act, Act other than in transactions exempt from the registration requirements of the Securities Act or Act, as contemplated in the Registration Statement and as described below, and that each Holder shall it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding such Holder the Investor or such Holder’s its plan of distribution. b. Except in the event that paragraph (cb) below applies, the Company shall: (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement 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 not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such 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, in light of the circumstances under which they were made, not misleading; (ii) provide each Holder copies of any documents filed pursuant to Section 2(b)(i); and (iii) upon request, inform each Holder who so requests that the Company has complied with its obligations in Section 2(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify such Holder to that effect, will use its best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify such Holder pursuant to Section 2(b)(i) hereof when the amendment has become effective). c. Subject to paragraph (dc) below, in the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) 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 in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance that the Board of Directors determines in good faith, by appropriate resolutions, that, as a result of such event it would be materially detrimental to the Company (other than relating solely to the price of the Common Stock) and which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any 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, and that in the case of the Prospectus, it will not contain any 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; , then the Company shall promptly deliver a certificate in writing to each Holder the Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, such Holder the Investor will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “Suspension”) until such Holder is the Investors are advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable possible after delivery of a Suspension Notice to such Holderthe Investors, and in any event within five trading days; provided, however, that in the event of a Suspension pursuant to this Section 6.2(b), the Suspension may be for a period of not more than 30 consecutive days; provided further that the Investor shall not be prohibited from selling Registrable Securities as a result of more than two Suspensions during any twelve month period. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to such Holderthe Investor, such Holder the Investor shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 2(c6.2(b). Each Holder covenants that from Notwithstanding anything to the date hereof it will maintain in confidence the receipt and content of any Suspension Notice provided in accordance with this paragraph (c). d. Notwithstanding the foregoing paragraphs of this Section 2contrary, the Company shall use its commercially reasonable efforts not be permitted to ensure that (i) any cause a Suspension shall not exceed thirty (30) days individually and Suspensions shall not exceed ninety (90) days in prior to 60 Trading Days following the aggregate, during any twelve month period and (iii) each Suspension shall be separated by a period of at least thirty (30) days from a prior Suspension (each Suspension that satisfies the foregoing criteria being referred to herein as a “Qualifying Suspension”)Effective Date. e. (c) If a Suspension is not then in effect, each Holder the Investor may sell Registrable Securities under the Registration Statement, provided that it complies with any applicable prospectus delivery requirements. Upon receipt of a request therefor, the Company will provide an adequate number of current Prospectuses to such Holder and to any other parties requiring such Prospectuses. f. In the event of a sale of Registrable Securities by a Holder, unless such requirement is waived by the Company in writing, the Holder must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B (“Certificate of Subsequent Sale”), so that the Registrable Securities may be properly transferred. g. The Company agrees that it shall, immediately prior to the Registration Statement being declared effective, deliver to its transfer agent an opinion letter of counsel, opining that at any time the Registration Statement is effective, the transfer agent shall issue, in connection with the sale of the Registrable Securities, certificates representing such Registrable Securities without restrictive legend, provided the Registrable Securities are to be sold pursuant to the Prospectus contained in the Registration Statement and the transfer agent receives a Certificate of Subsequent Sale. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Holder, that no further opinion of counsel is required at the time of transfer in order to issue such Registrable Securities without restrictive legend. d) The Company shall cause its transfer agent to issue a certificate without any restrictive legend to a the Investor or any purchaser of any Registrable Securities from any Holder, if (a) the sale of such Registrable Securities is registered under the Registration Statement (including registration pursuant to Rule 415 under has been declared effective by the Securities Act) and such Holder has delivered a Certificate of Subsequent Sale to the Transfer AgentSEC; (b) such Holder the purchaser or Investor has provided the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act; or (c) such Registrable Securities are sold by the Investor in compliance with Rule 144. In addition, 144 under the Company shall, at the request of any Holder, remove the restrictive legend from any Registrable Securities held by such Holder following the expiration of the holding period required by Rule 144Act.

Transfer of Registrable Securities After Registration; Suspension. a. Each Holder 3.1 The Investor agrees that it shall will not effect offer to sell or make any disposition of sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Securities that would constitute a sale within the meaning of the Securities Act, other than in transactions exempt from the Act except pursuant to an effective registration requirements of statement under the Securities Act or as contemplated in the Registration Statement and as described pursuant to an available exemption therefrom. 3.2 In addition to any suspension rights under Section 3.3 below, and that each Holder shall promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding such Holder or such Holder’s plan of distribution. b. Except in the event that paragraph (c) below applies, the Company shall: if (i) if deemed necessary by the Company, prepare an event has occurred and file from time to time with the SEC is continuing as a post-effective amendment to the result of which any such Registration Statement or a supplement to Prospectus would, in the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not Company's reasonable judgment, 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, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact misleading or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide if the Company notifies the Investor that any filing of any Registration Statement pursuant to this Agreement, any filing of any amendment thereto, any furnishing of any supplement to a Prospectus included in a Registration Statement pursuant to Section 2.1(g) hereof, any other filing with the SEC, the effectiveness of any Registration Statement or other filing with the SEC, or any similar action would, in the good faith judgment of outside counsel to the Company, require the disclosure of material non-public information which the Company has a bona fide business purpose for preserving as confidential and which the Company would not otherwise be required to disclose, then the Company may, on not more than two (2) non-consecutive occasions for not more than thirty (30) days on each Holder such occasion, (x) refrain from filing any Registration Statement pursuant to this Agreement, filing any amendment thereto, furnishing any supplement to a Prospectus included in a Registration Statement pursuant to Section 2.1(g) hereof, making any other filing with the SEC otherwise required by this Agreement, causing the effectiveness of any Registration Statement or other filing with the SEC, or taking any similar action and (y) suspend use of the Prospectus, on written notice to the Investor (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case the Investor shall discontinue disposition of Registrable Securities covered by the Registration Statement or Prospectus until copies of a supplemented or amended Prospectus are distributed to the Investor or until the Investor are advised in writing by the Company that sales of Registrable Securities under the applicable Prospectus may be resumed and have received copies of any documents filed pursuant additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. The suspension and notice thereof described in clause (y) of this Section 3.2 shall be held in strictest confidence and shall not be disclosed by the Investor. 3.3 Subject to Section 2(b)(i); and (iii) upon request, inform each Holder who so requests that the Company has complied with its obligations in Section 2(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify such Holder to that effect, will use its best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify such Holder pursuant to Section 2(b)(i) hereof when the amendment has become effective). c. Subject to paragraph (d) 3.4 below, in the eventevent of: (i1) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the a Registration Statement or related Prospectus prospectus or for additional information; , (ii2) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the a Registration Statement or the initiation of any proceedings for that purpose; , (iii3) of the receipt by the Company of any notification with respect to the suspension of suspending the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; , or (iv4) of any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit any omission 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; , then the Company shall promptly deliver a certificate in writing to each Holder the Investor (the “Suspension Notice”"SUSPENSION NOTICE") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), and, upon receipt of such Suspension Notice, such Holder the Investor will refrain from selling any discontinue disposition of Registrable Securities pursuant covered by to the Registration Statement or Prospectus (a “Suspension”"SUSPENSION") until such Holder is the Investor's receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until the Investor are advised in writing by the Company that the current Prospectus may be used, and has have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectusprospectus. In the event of any Suspension, the Company will use its commercially reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable possible after delivery of a Suspension Notice to such Holder. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to such Holder, such Holder shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 2(c). Each Holder covenants that from the date hereof it will maintain in confidence the receipt and content of any Suspension Notice provided in accordance with this paragraph (c)Investor. d. Notwithstanding the foregoing paragraphs of this Section 2, the Company shall use its commercially reasonable efforts to ensure 3.4 Provided that (i) any Suspension shall not exceed thirty (30) days individually and Suspensions shall not exceed ninety (90) days in the aggregate, during any twelve month period and (iii) each Suspension shall be separated by a period of at least thirty (30) days from a prior Suspension (each Suspension that satisfies the foregoing criteria being referred to herein as a “Qualifying Suspension”). e. If a Suspension suspension is not then in effect, each Holder the Investor may sell Registrable Securities under the Registration Statement, provided that it complies with any applicable prospectus the selling Investor arranges for delivery requirements. Upon receipt of a request therefor, current Prospectus to the Company will provide an adequate number transferee of current Prospectuses such Registrable Securities to the extent such Holder and to any other parties requiring such Prospectusesdelivery is required by applicable law. f. 3.5 In the event of a sale of Registrable Securities by a Holder, unless such requirement is waived by the Company in writingInvestor, the Holder Investor must also deliver to the Company’s 's transfer agent, with a copy to the Company, a Certificate certificate of Subsequent Sale substantially in subsequent sale reasonably satisfactory to the form attached hereto as Exhibit B (“Certificate of Subsequent Sale”)Company, so that ownership of the Registrable Securities may be properly transferred. The Company will cooperate to facilitate the timely preparation and delivery of certificates (unless otherwise required by applicable law) representing Registrable Securities sold. g. The Company agrees that it shall3.6 For the purpose of determining the Registration Period pursuant to Section 2.1, immediately prior the occurrence of any Suspension pursuant to Section 3.3 or the non-effectiveness of the Registration Statement being declared effective, deliver during any period during which such effectiveness is required pursuant to its transfer agent an opinion letter Registration Rights Agreement skadden Aug 10(3) - 8 - (a) shall cause the second anniversary of counsel, opining that at any time the effective date of the Registration Statement is effective, the transfer agent shall issue, in connection with the sale of the Registrable Securities, certificates representing such Registrable Securities without restrictive legend, provided the Registrable Securities are to be sold pursuant deemed extended by a number of days equivalent to the Prospectus contained in duration of any Suspension or the Registration Statement and the transfer agent receives a Certificate number of Subsequent Sale. Upon receipt days of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Holder, that no further opinion of counsel is required at the time of transfer in order to issue such Registrable Securities without restrictive legend. The Company shall cause its transfer agent to issue a certificate without any restrictive legend to a purchaser of any Registrable Securities from any Holder, if (a) the sale of such Registrable Securities is registered under the Registration Statement (including registration pursuant to Rule 415 under the Securities Act) and such Holder has delivered a Certificate of Subsequent Sale to the Transfer Agent; (b) such Holder has provided the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act; or (c) such Registrable Securities are sold in compliance with Rule 144. In addition, the Company shall, at the request of any Holder, remove the restrictive legend from any Registrable Securities held by such Holder following the expiration of the holding period required by Rule 144non-effectiveness.

Transfer of Registrable Securities After Registration; Suspension. a. (a) Each Holder agrees that it shall will not effect any disposition of the Registrable Securities or its right to purchase the Registrable Securities that would constitute a sale within the meaning of the Securities Act, Act other than in transactions exempt from the registration requirements of the Securities Act or Act, as contemplated in the Registration Statement and as described below, and that each Holder shall it will promptly notify the Company SoftBrands of any material changes in the information set forth in the Registration Statement regarding such the Holder or such Holder’s its plan of distribution. b. Except in the event that paragraph (cb) below applies, the Company shall: (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement 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 not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such 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, in light of the circumstances under which they were made, not misleading; (ii) provide each Holder copies of any documents filed pursuant to Section 2(b)(i); and (iii) upon request, inform each Holder who so requests that the Company has complied with its obligations in Section 2(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify such Holder to that effect, will use its best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify such Holder pursuant to Section 2(b)(i) hereof when the amendment has become effective). c. Subject to paragraph (dc) below, in the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company SoftBrands of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any 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, and that in the case of the Prospectus, it will not contain any 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; , then the Company shall promptly deliver a certificate in writing to each Holder (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, such Holder Holders will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “Suspension”) until such Holder is the Holders are advised in writing by the Company SoftBrands that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company SoftBrands will use its reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable possible after delivery of notice of a Suspension Notice to such Holder. In addition to and without limiting any other remedies (includingthe Holders; provided, without limitationhowever, at law or at equity) available to such Holder, such Holder shall be entitled to specific performance that in the event that the Company fails of a Suspension pursuant to comply with the provisions of this Section 2(c4.2(b). Each Holder covenants , clause (iv) that from would require, in the date hereof it will maintain in confidence good faith judgment of SoftBrands’s Board of Directors, premature disclosure of material, nonpublic information concerning SoftBrands, its business or prospects or any proposed material transaction concerning SoftBrands that would be materially adverse to SoftBrands, its business or prospects or such material transaction, or would make the receipt and content successful consummation of any Suspension Notice provided in accordance with this paragraph (c). d. Notwithstanding the foregoing paragraphs of this Section 2such material transaction significantly less likely, the Company shall use its commercially reasonable efforts to ensure that (i) any Suspension shall not exceed thirty (30) days individually and Suspensions shall not exceed ninety (90) days in the aggregate, during any twelve month period and (iii) each Suspension shall may be separated by for a period of at least thirty (30) days from a prior Suspension (each Suspension that satisfies the foregoing criteria being referred to herein as a “Qualifying Suspension”)not more than 120 trading days. e. (c) If a Suspension is not then in effect, each and subject to any limitations otherwise applicable to Holder, the Holder may sell Registrable Securities under the Registration Statement, provided that it complies with any applicable prospectus delivery requirements. Upon receipt of a request therefor, the Company will provide an adequate number of current Prospectuses to such Holder and to any other parties requiring such Prospectuses. f. (d) In the event of a sale of Registrable Securities by a the Holder, unless such requirement is waived by the Company SoftBrands in writing, the Holder must also deliver to the CompanySoftBrands’s transfer agent, with a copy to the CompanySoftBrands, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B (“Certificate of Subsequent Sale”)D, so that the Registrable Securities may be properly transferred. g. The Company agrees that it shall, immediately prior to the Registration Statement being declared effective, deliver to its transfer agent an opinion letter of counsel, opining that at any time the Registration Statement is effective, the transfer agent shall issue, in connection with the sale of the Registrable Securities, certificates representing such Registrable Securities without restrictive legend, provided the Registrable Securities are to be sold pursuant to the Prospectus contained in the Registration Statement and the transfer agent receives a Certificate of Subsequent Sale. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Holder, that no further opinion of counsel is required at the time of transfer in order to issue such Registrable Securities without restrictive legend. The Company shall cause its transfer agent to issue a certificate without any restrictive legend to a purchaser of any Registrable Securities from any Holder, if (a) the sale of such Registrable Securities is registered under the Registration Statement (including registration pursuant to Rule 415 under the Securities Act) and such Holder has delivered a Certificate of Subsequent Sale to the Transfer Agent; (b) such Holder has provided the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act; or (c) such Registrable Securities are sold in compliance with Rule 144. In addition, the Company shall, at the request of any Holder, remove the restrictive legend from any Registrable Securities held by such Holder following the expiration of the holding period required by Rule 144.

Transfer of Registrable Securities After Registration; Suspension. a. Each (a) The Holder agrees that it shall will not effect any disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), other than in transactions exempt from the registration requirements of the Securities Act or as contemplated in the any Registration Statement and as described below, and that each Holder shall it will promptly notify the Company of any material changes in the information set forth in the any Registration Statement regarding such the Holder or such Holder’s its plan of distribution. b. (b) Except in the event that paragraph (c) below applies, the Company shall: (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the each Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement 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 not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such 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, in light of the circumstances under which they were made, not misleading; (ii) provide each the Holder copies of any documents filed pursuant to Section 2(b)(i); and (iii) upon request, inform each Holder who so requests that the Company has complied with its obligations in Section 2(b)(i) (or that, if the Company has filed a post-effective amendment to the any Registration Statement which has not yet been declared effective, the Company will notify such the Holder to that effect, will use its best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify such the Holder pursuant to Section 2(b)(i) hereof when the amendment has become effective). c. (c) Subject to paragraph (d) below, in the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the any Registration Statement for amendments or supplements to the Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the any Registration Statement or the initiation of any proceedings for that purpose; (iii) 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 in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which necessitates the making of any changes in the any Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any 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, and that in the case of the Prospectus, it will not contain any 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; then the Company shall promptly deliver a certificate in writing to each the Holder (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, such the Holder will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “Suspension”) until such the Holder is advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after delivery of a Suspension Notice to such the Holder. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to such the Holder, such the Holder shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 2(c). Each The Holder covenants that from the date hereof it will maintain in confidence the receipt and content of any Suspension Notice provided in accordance with this paragraph (c)) in accordance with and subject to Section 7.6 of Annex I to the Securities Purchase Agreement. d. (d) Notwithstanding the foregoing paragraphs of this Section 2, the Company shall use its commercially reasonable efforts to ensure that (i) any Suspension shall not exceed thirty (30) days individually and Suspensions shall not exceed ninety (90) days in the aggregate, during any twelve month period and (iii) each Suspension shall be separated by a period of at least thirty (30) days from a prior Suspension (each Suspension that satisfies the foregoing criteria being referred to herein as a “Qualifying Suspension”). In the event that there occurs a Suspension (or part thereof) that does not constitute a Qualifying Suspension, the Company shall pay to the Holder, on the thirtieth (30th) day following the first day of such Suspension (or the first day of such part), and on each thirtieth (30th) day thereafter, an amount equal to 1% of the purchase price paid for the Registrable Securities purchased by the Holder and not previously sold by the Holder (prorated in each such case for partial thirty day periods); provided, however, that in no event shall the payments made pursuant to this paragraph (d), if any, exceed in the aggregate 5% of such purchase price. e. (e) If a Suspension is not then in effect, each the Holder may sell Registrable Securities under the each Registration Statement, provided that it complies with any applicable prospectus delivery requirements. Upon receipt of a request therefor, the Company will provide an adequate number of current Prospectuses to such the Holder and to any other parties requiring such Prospectuses. f. (f) In the event of a sale of Registrable Securities by a the Holder, unless such requirement is waived by the Company in writing, the Holder must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B A (“Certificate of Subsequent Sale”), so that the Registrable Securities may be properly transferred. g. (g) The Company agrees that it shall, immediately prior to the each Registration Statement being declared effective, deliver to its transfer agent an opinion letter of counsel, opining that at any time the Registration Statement is effective, the transfer agent shall issue, in connection with the sale of the Registrable Securities, certificates representing such Registrable Securities without restrictive legend, provided the Registrable Securities are to be sold pursuant to the Prospectus contained in the Registration Statement and the transfer agent receives a Certificate of Subsequent Sale. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Holder, that no further opinion of counsel is required at the time of transfer in order to issue such Registrable Securities without restrictive legend. The Company shall cause its transfer agent to issue a certificate without any restrictive legend to a purchaser of any Registrable Securities from any the Holder, if (a) the sale of such Registrable Securities is registered under the applicable Registration Statement (including registration pursuant to Rule 415 under the Securities Act) and such the Holder has delivered a Certificate of Subsequent Sale to the Transfer Agent; (b) such the Holder has provided the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act; or (c) such Registrable Securities are sold in compliance with Rule 144144 under the Securities Act. In addition, the Company shall, at the request of any the Holder, remove the restrictive legend from any Registrable Securities held by such the Holder following the expiration of the holding period required by Rule 144144(k) under the Securities Act (or any successor rule).

Transfer of Registrable Securities After Registration; Suspension. a. Each Holder (a) The Investor agrees that it shall will not effect any disposition of the Registrable Securities or its right to purchase the Registrable Securities that would constitute a sale within the meaning of the Securities Act, other than in transactions exempt from the registration requirements of the Securities Act or except as contemplated in the Registration Statement referred to in Section 10.1 and as described belowbelow or as otherwise permitted by law, and that each Holder shall it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding such Holder the Investor or such Holder’s its plan of distribution. b. (b) Except in the event that paragraph (c) below applies, the Company shall: shall (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement 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 not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such 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, in light of the circumstances under which they were made, not misleading; (ii) provide each Holder the Investor copies of any documents filed pursuant to Section 2(b)(i)10.2(b) as the Investor may reasonably request; and (iii) upon request, inform each Holder who so requests Investor that the Company has complied with its obligations in Section 2(b)(i10.2(b) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify such Holder the Investor to that effect, will use its best reasonable commercial efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify such Holder the Investor pursuant to Section 2(b)(i10.2(b) hereof when the amendment has become effective). c. (c) Subject to paragraph (d) below, in the event: event (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the a Registration Statement or the initiation of any proceedings for that purpose; (iii) 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 in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) of any event or circumstance which which, upon the advice of its counsel, necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit any omission 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; then the Company shall promptly deliver a certificate in writing to each Holder the Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, such Holder the Investor will refrain from selling any of the Registrable Securities pursuant to the Registration Statement (a “Suspension”) until such Holder the Investor’s receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its reasonable best commercial efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable within 20 business days after the delivery of a Suspension Notice to such Holderthe Investor. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to such Holderthe Investor, such Holder the Investor shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 2(c). Each Holder covenants that from the date hereof it will maintain in confidence the receipt and content of any Suspension Notice provided in accordance with this paragraph (c10.2(c). d. (d) Notwithstanding the foregoing paragraphs of this Section 210.2, the Company shall use its commercially reasonable efforts to ensure that (i) any Suspension Investor shall not exceed thirty (30) be prohibited from selling the Registrable Securities under the Registration Statement as a result of Suspensions on more than two occasions of not more than 30 days individually and Suspensions shall not exceed ninety (90) days each in the aggregate, during any twelve month period period, unless, in the good faith judgment of the Company’s Board of Directors, upon the written opinion of counsel of the Company, the sale of the Registrable Securities under the Registration Statement in reliance on this Section 10.2(d) would be reasonably likely to cause a violation of the Securities Act or the Exchange Act and (iii) each Suspension shall be separated by a period of at least thirty (30) days from a prior Suspension (each Suspension that satisfies result in liability to the foregoing criteria being referred to herein as a “Qualifying Suspension”)Company. e. If (e) Provided that a Suspension is not then in effect, each Holder the Investor may sell the Registrable Securities under the Registration Statement, provided that it complies with any applicable prospectus arranges for delivery requirementsof a current Prospectus to the transferee of such the Registrable Securities. Upon receipt of a request therefor, the Company will has agreed to provide an adequate number of current Prospectuses to such Holder the Investor and to supply copies to any other parties requiring such Prospectuses. f. (f) In the event of a sale of the Registrable Securities by a Holder, unless such requirement is waived by the Company in writingInvestor pursuant to the Registration Statement, the Holder Investor must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto agent such documentation as Exhibit B (“Certificate of Subsequent Sale”), is reasonably necessary so that the Registrable Securities may be properly transferred. g. The Company agrees that it shall, immediately prior to the Registration Statement being declared effective, deliver to its transfer agent an opinion letter of counsel, opining that at any time the Registration Statement is effective, the transfer agent shall issue, in connection with the sale of the Registrable Securities, certificates representing such Registrable Securities without restrictive legend, provided the Registrable Securities are to be sold pursuant to the Prospectus contained in the Registration Statement and the transfer agent receives a Certificate of Subsequent Sale. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the Holder, that no further opinion of counsel is required at the time of transfer in order to issue such Registrable Securities without restrictive legend. The Company shall cause its transfer agent to issue a certificate without any restrictive legend to a purchaser of any Registrable Securities from any Holder, if (a) the sale of such Registrable Securities is registered under the Registration Statement (including registration pursuant to Rule 415 under the Securities Act) and such Holder has delivered a Certificate of Subsequent Sale to the Transfer Agent; (b) such Holder has provided the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act; or (c) such Registrable Securities are sold in compliance with Rule 144. In addition, the Company shall, at the request of any Holder, remove the restrictive legend from any Registrable Securities held by such Holder following the expiration of the holding period required by Rule 144.