Common use of Covenants of the Company With Respect to Registration Clause in Contracts

Covenants of the Company With Respect to Registration. In connection with any registration under the previous paragraph, the Company covenants and agrees as follows: (i) the Company shall use its best efforts to file a registration statement as soon as practicable and shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish Holder desiring to sell the Warrant Shares such number of prospectuses as shall reasonably be requested; (ii) the Company shall pay all costs (excluding fees and expenses of Holder's counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of such Holder), fees and expenses in connection with all registration statements filed pursuant to the previous paragraph including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses; (iii) the Company shall take all necessary action which may be required in qualifying or registering the Warrant Shares included in the registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction; (iv) the Company shall indemnify the Holder of the Warrant Shares to be sold pursuant to any registration statement and each person, if any, who controls such Holder within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act of 1934, as amended (the "Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject which relate to any registration statement(s) prepared in connection herewith; (v) the Holder of the Warrant Shares to be sold pursuant to a registration statement, and their successors and assigns, shall severally and not jointly indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from any information furnished by or on behalf of such Holder, or their successors or assigns, for specific inclusion in such a registration statement; (vi) nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to the initial filing of any registration statement or the effectiveness thereof; (vii) the Company shall prepare and file with the Securities and Exchange Commission (the "Commission") such amendments, post-effective amendments and supplements to the registration statement and the prospectus included therein as may be necessary to keep the registration statement effective until the later of (i) the date when all Warrant Shares registered have been sold or (ii) until such time as the Warrant Shares are free of restriction on resale under the Act (by removal of all restrictive legends, instructions to transfer or otherwise) pursuant to Rule 144; and comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement of the prospectus; (viii) the Company shall furnish to the Holder participating in an offering including Warrant Shares and to each underwriter, if any, a signed counterpart, addressed to the Holder or underwriter, of (A) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (B) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities; (vii) the Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Shares pursuant to the previous paragraph, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least (12) consecutive months beginning after the effective date of the registration statement; and (viii) upon the written request of the Holder, the Company shall deliver promptly to the Holder participating in an offering including any Warrant Shares pursuant to the previous paragraph who so requests and to the managing underwriter, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and shall permit the Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules.

Covenants of the Company With Respect to Registration. In connection with any registration under the previous paragraph, the Company covenants and agrees as follows: (i) the Company shall use its best efforts to file a registration statement as soon as practicable and shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish Holder desiring to sell the Warrant Shares such number of prospectuses as shall reasonably be requested; (ii) the Company shall pay all costs (excluding fees and expenses of Holder's counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of such Holder), fees and expenses in connection with all registration statements filed pursuant to the previous paragraph including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses; (iii) the Company shall take all necessary action which may be required in qualifying or registering the Warrant Shares included in the registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction; (iv) the Company shall indemnify the Holder of the Warrant Shares to be sold pursuant to any registration statement and each person, if any, who controls such Holder within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act of 1934, as amended (the "Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject which relate to any registration statement(s) prepared in connection herewith; (v) the Holder of the Warrant Shares to be sold pursuant to a registration statement, and their successors and assigns, shall severally and not jointly indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from any information furnished by or on behalf of such Holder, or their successors or assigns, for specific inclusion in such a registration statement; (vi) nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to the initial filing of any registration statement or the effectiveness thereof; (vii) the Company shall prepare and file with the Securities and Exchange Commission (the "Commission") such amendments, post-effective amendments and supplements to the registration statement and the prospectus included therein as may be necessary to keep the registration statement effective until the later of (i) the date when all Warrant Shares registered have been sold or (ii) until such time as the Warrant Shares are free of restriction on resale under the Act (by removal of all restrictive legends, instructions to transfer or otherwise) pursuant to Rule 144; and comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement of the prospectus; (viii) the Company shall furnish to the Holder participating in an offering including Warrant Shares and to each underwriter, if any, a signed counterpart, addressed to the Holder or underwriter, of (A) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (B) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities; (vii) the Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Shares pursuant to the previous paragraph, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least (12) consecutive months beginning after the effective date of the registration statement; and (viii) upon the written request of the Holder, the Company shall deliver promptly to the Holder participating in an offering including any Warrant Shares pursuant to the previous paragraph who so requests and to the managing underwriter, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and shall permit the Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules.or

Covenants of the Company With Respect to Registration. In connection with any registration under the previous paragraph, the The Company covenants and agrees as follows: (i) The Company shall use best efforts to cause the Registration Statement to become effective with the SEC as promptly as possible and in no event more than 120 days after the date of this Agreement. If any stop order shall be issued by the SEC in connection therewith, the Company shall use its best efforts to file a registration statement as soon as practicable obtain promptly the removal of such order. Following the effective date of the Registration Statement, the Company shall, upon the request of any Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and shall use its best efforts to have any registration statement declared effective at prospectus meeting the earliest possible timerequirements of the Securities Act, and shall furnish Holder desiring any other documents necessary or incidental to sell the Warrant Shares such number public offering of prospectuses the Registrable Securities, as shall be reasonably be requested; (ii) requested by the Holder to permit the Holder to make a public distribution of the Holder's Registrable Securities. The obligations of the Company hereunder with respect to the Holder's Registrable Securities are subject to the Holder's furnishing to the Company such appropriate information concerning the Holder, the Holder's Registrable Securities and the terms of the Holder's offering of such Registrable Securities as the Company may reasonably request in writing. The Company shall pay all costs (excluding fees and expenses of Holder's counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of such Holder)costs, fees and expenses in connection with all registration statements the Registration Statement filed pursuant to the previous paragraph Section 2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; (iii) provided, however, that each Holder shall be solely responsible for the fees of any counsel retained by the Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Holder pursuant thereto. The Company shall will take all necessary action actions which may be required in qualifying to qualify or registering register the Warrant Shares Registrable Securities included in the registration statement Registration Statement for offering the offer and sale under the securities or blue sky laws of such states as are reasonably are requested by the Holdereach Holder of such securities, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction; (iv) the Company shall indemnify the Holder of the Warrant Shares to be sold pursuant to any registration statement and each person, if any, who controls such Holder within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act of 1934, as amended (the "Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject which relate to any registration statement(s) prepared in connection herewith; (v) the Holder of the Warrant Shares to be sold pursuant to a registration statement, and their successors and assigns, shall severally and not jointly indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from any information furnished by or on behalf of such Holder, or their successors or assigns, for specific inclusion in such a registration statement; (vi) nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to the initial filing of any registration statement or the effectiveness thereof; (vii) the Company shall prepare and file with the Securities and Exchange Commission (the "Commission") such amendments, post-effective amendments and supplements to the registration statement and the prospectus included therein as may be necessary to keep the registration statement effective until the later of (i) the date when all Warrant Shares registered have been sold or (ii) until such time as the Warrant Shares are free of restriction on resale under the Act (by removal of all restrictive legends, instructions to transfer or otherwise) pursuant to Rule 144; and comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement of the prospectus; (viii) the Company shall furnish to the Holder participating in an offering including Warrant Shares and to each underwriter, if any, a signed counterpart, addressed to the Holder or underwriter, of (A) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (B) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities; (vii) the Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Shares pursuant to the previous paragraph, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least (12) consecutive months beginning after the effective date of the registration statement; and (viii) upon the written request of the Holder, the Company shall deliver promptly to the Holder participating in an offering including any Warrant Shares pursuant to the previous paragraph who so requests and to the managing underwriter, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and shall permit the Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules.

Covenants of the Company With Respect to Registration. In connection with any registration under the previous paragraph, the The Company covenants and agrees as follows: (i) The Company shall use best efforts to cause the Registration Statement to become effective with the SEC as promptly as possible and in no event more than 150 days after the date the Registration Statement is filed with the SEC. If any stop order shall be issued by the SEC in connection therewith, the Company shall use its best efforts to file a registration statement as soon as practicable obtain promptly the removal of such order. Following the effective date of the Registration Statement, the Company shall, upon the request of any Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and shall use its best efforts to have any registration statement declared effective at prospectus meeting the earliest possible timerequirements of the Securities Act, and shall furnish Holder desiring any other documents necessary or incidental to sell the Warrant Shares such number public offering of prospectuses the Registrable Securities, as shall be reasonably be requested; (ii) requested by the Holder to permit the Holder to make a public distribution of the Holder's Registrable Securities. The obligations of the Company hereunder with respect to the Holder's Registrable Securities are subject to the Holder's furnishing to the Company such appropriate information concerning the Holder, the Holder's Registrable Securities and the terms of the Holder's offering of such Registrable Securities as the Company may reasonably request in writing. The Company shall pay all costs (excluding fees and expenses of Holder's counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of such Holder)costs, fees and expenses in connection with all registration statements the Registration Statement filed pursuant to the previous paragraph Section 2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; (iii) provided, however, that each Holder shall be solely responsible for the fees of any counsel retained by the Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Holder pursuant thereto. The Company shall will take all necessary action actions which may be required in qualifying to qualify or registering register the Warrant Shares Registrable Securities included in the registration statement Registration Statement for offering the offer and sale under the securities or blue sky laws of such states as are reasonably are requested by the Holdereach Holder of such securities, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction; (iv) the Company shall indemnify the Holder of the Warrant Shares to be sold pursuant to any registration statement and each person, if any, who controls such Holder within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act of 1934, as amended (the "Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject which relate to any registration statement(s) prepared in connection herewith; (v) the Holder of the Warrant Shares to be sold pursuant to a registration statement, and their successors and assigns, shall severally and not jointly indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from any information furnished by or on behalf of such Holder, or their successors or assigns, for specific inclusion in such a registration statement; (vi) nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to the initial filing of any registration statement or the effectiveness thereof; (vii) the Company shall prepare and file with the Securities and Exchange Commission (the "Commission") such amendments, post-effective amendments and supplements to the registration statement and the prospectus included therein as may be necessary to keep the registration statement effective until the later of (i) the date when all Warrant Shares registered have been sold or (ii) until such time as the Warrant Shares are free of restriction on resale under the Act (by removal of all restrictive legends, instructions to transfer or otherwise) pursuant to Rule 144; and comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement of the prospectus; (viii) the Company shall furnish to the Holder participating in an offering including Warrant Shares and to each underwriter, if any, a signed counterpart, addressed to the Holder or underwriter, of (A) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (B) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities; (vii) the Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Shares pursuant to the previous paragraph, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least (12) consecutive months beginning after the effective date of the registration statement; and (viii) upon the written request of the Holder, the Company shall deliver promptly to the Holder participating in an offering including any Warrant Shares pursuant to the previous paragraph who so requests and to the managing underwriter, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and shall permit the Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules.

Covenants of the Company With Respect to Registration. In connection with any registration under the previous paragraph, the The Company covenants and agrees as follows: (ia) In connection with any registration under Section 7.4 hereof, the Company shall use its best efforts file the Registration Statement as expeditiously as possible, but in no event later than thirty (30) business days following receipt of any demand therefor (unless delayed by the failure of a holder of Registrable Securities to file a promptly furnish such information necessary to complete such registration statement as soon as practicable and statement), shall use its best efforts to have any registration statement such Registration Statement declared effective at the earliest possible time, and shall furnish Holder desiring to sell the Warrant Shares each holder of Registrable Securities such number of prospectuses as shall reasonably be requested; provided, however, if such 30th business day falls on or after the 45th day following the last day of the Company's most recently completed fiscal year and prior to the 90th day following the last day of such fiscal year, unless the then applicable rules and regulations of the Commission permit the filing of a registration statement on a form which the Company is then eligible to use in respect of the Registrable Securities if the Company has not yet filed audited financial statements for the most recently completed fiscal year, the Company shall not be required to file such Registration Statement until the filing of the Company's audited financial statements in respect of such fiscal year, but in any event the filing of the Registration Statement shall be made by no later than the 90th day following the last day of such fiscal year. (iib) the The Company shall pay all costs (excluding fees and expenses of Holder's counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of such Holder)costs, fees and expenses in connection with all registration statements Registration Statements filed pursuant to Sections 7.3 and 7.4(a) hereof (excluding any underwriting discounts and commissions which may be incurred in connection with the previous paragraph sale of any Registrable Securities and excluding any fees and expenses of counsel for any Requesting Holder or Demand Holder), including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; . The holders of Registrable Securities included in any Registration Statement filed pursuant to Section 7.4(c) hereof will pay all costs, fees and expenses in connection with such Registration Statement, including their own legal fees and expenses, if any. (iiic) the The Company shall will take all reasonably necessary action which may be required in qualifying or registering the Warrant Shares Registrable Securities included in the registration statement a Registration Statement for offering and sale under the securities or blue sky laws of such states as are reasonably are requested by the Holderholders of such securities, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction; . (ivd) the The Company shall indemnify the Holder any holder of the Warrant Shares Registrable Securities to be sold pursuant to any registration statement Registration Statement and each person, if any, who controls such Holder holder within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such Registration Statement to the same extent and with the same effect as the provisions pursuant to which relate the Company has agreed to any registration statement(s) prepared indemnify the Underwriter contained in connection herewith; (v) the Holder Section 6 of the Warrant Shares Underwriting Agreement (which indemnity will not apply to losses, claims, damages, expenses or liabilities arising from information provided in writing by or on behalf of the holder to the Company expressly for inclusion in the Registration Statement) and to provide for just and equitable contribution as set forth in Section 7 of the Underwriting Agreement. (e) Each holder of Registrable Securities to be sold pursuant to a registration statementRegistration Statement will furnish to the Company such information as may be reasonably be requested by the Company for inclusion in the Registration Statement. Any holder of Registrable Securities to be sold pursuant to a Registration Statement, and their its successors and assigns, shall severally severally, and not jointly indemnify jointly, indemnify, the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from any information furnished in writing by or on behalf of such Holderholder, or their its successors or assigns, for specific inclusion in such a registration statement; Registration Statement to the same extent and with the same effect as the provisions contained in Section 6 of the Underwriting Agreement pursuant to which the Underwriter has agreed to indemnify the Company and to provide for just and equitable contribution as set forth in Section 6 of the Underwriting Agreement. (vif) nothing Nothing contained in this Warrant Agreement shall be construed as requiring the any Holder to exercise this Warrant his Warrants prior to the initial filing of any registration statement Registration Statement or the effectiveness thereof; . (viig) If the Company shall prepare and file with the Securities and Exchange Commission (the "Commission") such amendments, post-effective amendments and supplements fail to the registration statement and the prospectus included therein as may be necessary to keep the registration statement effective until the later of (i) the date when all Warrant Shares registered have been sold or (ii) until such time as the Warrant Shares are free of restriction on resale under the Act (by removal of all restrictive legends, instructions to transfer or otherwise) pursuant to Rule 144; and materially comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement of the prospectus; (viii) the Company shall furnish to the Holder participating in an offering including Warrant Shares and to each underwriterthis Article 7, if any, a signed counterpart, addressed to the Holder or underwriter, of (A) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (B) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities; (vii) the Company shall, as soon as practicable after in addition to any other equitable or other relief available to the effective holders of Registrable Securities, be liable for any or all actual damages (but not punitive or consequential damages) sustained by the holders of Registrable Securities, requesting registration of their Registrable Securities. (h) The Company shall not permit the inclusion of any securities other than the Registrable Securities to be included in any Registration Statement filed pursuant to Section 7.4 hereof, or, unless otherwise required by the terms of a contract existing on the date of a this Agreement, permit any other registration statement to be or remain effective during the ninety (90) day period commencing on the effectiveness of a Registration Statement filed pursuant to Section 7.4 hereof (except for a Form S-4 relating to any Warrant Shares pursuant to a merger or acquisition or a Form S-8 or successor form), without the previous paragraphprior written consent of the Demand Holders, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need consent shall not be auditedunreasonably withheld. (i) complying with Section 11(a) of the Act and covering a period of at least (12) consecutive months beginning after the effective date of the registration statement; and (viii) upon the written request of the Holder, the The Company shall deliver promptly to the Holder participating each holder of Registrable Securities whose securities are included in an offering including any Warrant Shares pursuant to the previous paragraph who so requests and to the managing underwriter, a Registration Statement copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement Registration Statement and shall permit the Holder each holder of Registrable Securities and underwriter underwriters to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"); provided that each such holder of Registrable Securities agrees not to disclose such information without the prior consent of the Company. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder holder of Registrable Securities or underwriter shall reasonably request request. (j) If, in connection with a registration which includes Registrable Securities pursuant to this Article 7, the Company shall enter into an underwriting agreement with one or more underwriters selected for such underwriting, such agreement shall contain such representations, warranties and covenants by the Company and such other terms as it deems necessary are customarily contained in agreements of that type used by the underwriters. The holders of Registrable Securities shall be parties to comply any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations and warranties of the Company to or for the benefit of such underwriters shall, to the extent that they may be applicable, also be made to and for the benefit of such holders of Registrable Securities. Such holders of Registrable Securities shall not be required to make any representations or warranties to or agreements with applicable securities laws the Company or the underwriters except as they may relate to such holders of Registrable Securities and NASD rulestheir intended methods of distribution. 8.

Covenants of the Company With Respect to Registration. In connection with any registration under the previous paragraphSections 7.3 and 7.4 hereof, the Company covenants and agrees as follows: (ia) the The Company shall use its best efforts to file a registration statement as soon as practicable and within sixty (60) days of receipt of any demand therefor, shall use its best efforts to have any registration statement statements declared effective at the earliest possible time, and shall furnish each Holder desiring to sell the Warrant Shares Registrable Securities such number of prospectuses as shall reasonably be requested; . (iib) the The Company shall pay all costs (excluding fees and expenses of Holder's Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of such Holdercommissions), fees and expenses in connection with all registration statements filed pursuant to the previous paragraph Sections 7.3 and 7.4 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses; (iii) . If the Company shall fail to comply with the provisions of Section 7.5(a), the Company shall, in addition to any other equitable or other relief available to the Holder(s), extend the exercise period of the Underwriter's Warrants by such number of days as shall equal the delay caused by the Company's failure. (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Shares Registrable Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder, Holder(s); provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction; . (ivd) the The Company shall indemnify the Holder Holder(s) of the Warrant Shares Registrable Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holder Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which relate the Company has agreed to any registration statement(s) prepared indemnify the Underwriter contained in connection herewith; (v) the Holder Section 7 of the Warrant Shares Underwriting Agreement. (e) The Holder(s) of the Registrable Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally severally, and not jointly jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange exchange Act or otherwise, arising from any information furnished by or on behalf of such HolderHolders, or their successors or assigns, for specific inclusion in such a registration statement; (vi) nothing statement to the same extent and with the same effect as the provisions contained in this Warrant shall be construed as requiring Section 7 of the Holder Underwriting Agreement pursuant to exercise this Warrant prior which the Underwriter has agreed to indemnify the initial filing Company. (f) For a period of one hundred eighty (180) days after the effectiveness of any registration statement or the effectiveness thereof; (vii) filed pursuant to Section 7.4 hereof, the Company shall prepare and file with the Securities and Exchange Commission (the "Commission") such amendments, post-effective amendments and supplements to the registration statement and the prospectus included therein as may be necessary to keep the registration statement effective until the later of (i) the date when all Warrant Shares registered have been sold or (ii) until such time as the Warrant Shares are free of restriction on resale under the Act (by removal of all restrictive legends, instructions to transfer or otherwise) pursuant to Rule 144; and comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement of the prospectus; (viii) the Company shall furnish to the Holder participating in an offering including Warrant Shares and to each underwriter, if any, a signed counterpart, addressed to the Holder or underwriter, of (A) an opinion of counsel to the Company, dated the effective date of such not permit any other registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and other than (B1) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities; (vii) the Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Shares the securities for which the Company has granted demand registration rights, as described in the Prospectus included in the Registration Statement, (2) a registration statement relating to the shares of Common Stock issuable upon exercise of the Warrants issued to the public pursuant to the previous paragraphRegistration Statement, (3) a registration statement relating to the securities for which the Company has granted piggyback registration rights, as described in the Prospectus included in the Registration Statement and in any event within fifteen (154) months thereaftera registration statement filed on Forms S-4 or S-8 to be or remain effective during the effectiveness of a registration statement filed pursuant to Section 7.4 hereof, use its reasonable efforts to make "generally available to its security holders" (within without the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) prior written consent of the Act and covering a period of at least (12) consecutive months beginning after the effective date Holders of the registration statement; and (viii) upon the written request Registrable Securities representing a Majority of the Holder, the Company shall deliver promptly to the Holder participating in an offering including any Warrant Shares pursuant to the previous paragraph who so requests and to the managing underwriter, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and shall permit the Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rulessecurities.

Covenants of the Company With Respect to Registration. In connection with any registration under the previous paragraph, the Company covenants and agrees as follows: (i) the Company shall use its best efforts to file a registration statement as soon as practicable and shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish Holder desiring to sell the Warrant Shares such number of prospectuses as shall reasonably be requested; (ii) the Company shall pay all costs (excluding fees and expenses of Holder's counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of such Holder), fees and expenses in connection with all registration statements filed pursuant to the previous paragraph including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses; (iii) the Company shall take all necessary action which may be required in qualifying or registering the Warrant Shares included in the registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction; (iv) the Company shall indemnify the Holder of the Warrant Shares to be sold pursuant to any registration statement and each person, if any, who controls such Holder within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act of 1934, as amended (the "Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject which relate to any registration statement(s) prepared in connection herewith; (v) the Holder of the Warrant Shares to be sold pursuant to a registration statement, and their successors and assigns, shall severally and not jointly indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from any information furnished by or on behalf of such Holder, or their successors or assigns, for specific inclusion in such a registration statement; (vi) nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to the initial filing of any registration statement or the effectiveness thereof; (vii) the Company shall prepare and file with the Securities and Exchange Commission (the "Commission") such amendments, post-effective amendments and supplements to the registration statement and the prospectus included therein as may be necessary to keep the registration statement effective until the later of (i) the date when all Warrant Shares registered have been sold or (ii) until such time as the Warrant Shares are free of restriction on resale under the Act (by removal of all restrictive legends, instructions to transfer or otherwise) pursuant to Rule 144; and comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement of the prospectus; (viii) the Company shall furnish to the Holder participating in an offering including Warrant Shares and to each underwriter, if any, a signed counterpart, addressed to the Holder or underwriter, of (A) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (B) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities; (vii) the Company shall, as soon as practicable after the effective date of a registration statement relating to any Warrant Shares pursuant to the previous paragraph, and in any event within fifteen (15) months thereafter, use its reasonable efforts to make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least (12) consecutive months beginning after the effective date of the registration statement; and (viii) upon the written request of the Holder, the Company shall deliver promptly to the Holder participating in an offering including any Warrant Shares pursuant to the previous paragraph who so requests and to the managing underwriter, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and shall permit the Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request as it deems necessary to comply with applicable securities laws and NASD rules.with

Covenants of the Company With Respect to Registration. In connection with any registration under the previous paragraphSections 7.3 and 7.4 hereof, the Company covenants and agrees as follows: (i1) the The Company shall use its best efforts to file a registration statement as soon as practicable and within sixty (60) days of receipt of any demand therefor, shall use its best efforts to have any registration statement statements declared effective at the earliest possible time, and shall furnish each Holder desiring to sell the Warrant Shares Registrable Securities such number of prospectuses as shall reasonably be requested; . (ii2) the The Company shall pay all costs (excluding fees and expenses of Holder's Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of such Holdercommissions), fees and expenses in connection with all registration statements filed pursuant to the previous paragraph Sections 7.3 and 7.4 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses; (iii) . If the Company shall fail to comply with the provisions of Section 7.5(a), the Company shall, in addition to any other equitable or other relief available to the Holder(s), extend the exercise period of the Underwriters Warrants by such number of days as shall equal the delay caused by the Company's failure. (3) The Company will take all necessary action which may be required in qualifying or registering the Warrant Shares Registrable Securities included in the a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder, Holder(s); provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction; . (iv4) the The Company shall indemnify the Holder Holder(s) of the Warrant Shares Registrable Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holder Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which relate the Company has agreed to any registration statement(s) prepared indemnify the Underwriter contained in connection herewith; (v) the Holder Section 7 of the Warrant Shares Underwriting Agreement. (5) The Holder(s) of the Registrable Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally severally, and not jointly jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange exchange Act or otherwise, arising from any information furnished by or on behalf of such HolderHolders, or their successors or assigns, for specific inclusion in such a registration statement; (vi) nothing statement to the same extent and with the same effect as the provisions contained in this Warrant shall be construed as requiring Section 7 of the Holder Underwriting Agreement pursuant to exercise this Warrant prior which the Underwriter has agreed to indemnify the initial filing Company. (6) For a period of one hundred eighty (180) days after the effectiveness of any registration statement or the effectiveness thereof; (vii) filed pursuant to Section 7.4 hereof, the Company shall prepare and file with the Securities and Exchange Commission not permit any other registration statement (the "Commission"other than (1) such amendments, post-effective amendments and supplements a registration statement relating to the securities for which the Company has granted demand registration rights, as described in the Prospectus included in the Registration Statement, (2) a registration statement and relating to the prospectus included therein as may be necessary shares of Common Stock issuable upon exercise of the Warrants issued to keep the public pursuant to the Registration Statement, (3) a registration statement relating to the securities for which the Company has granted piggyback registration rights, as described in the Prospectus included in the Registration Statement and (4) a registration statement filed on Forms S-4 or S-8 to be or remain effective until during the later effectiveness of (i) the date when all Warrant Shares registered have been sold or (ii) until such time as the Warrant Shares are free of restriction on resale under the Act (by removal of all restrictive legends, instructions to transfer or otherwise) a registration statement filed pursuant to Rule 144; and comply with Section 7.4 hereof, without the provisions prior written consent of the Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof as set forth in such registration statement or supplement Holders of the prospectus; Xxxx xxxxxxx Securities representing a Majority of such securities. (viii7) the The Company shall furnish upon request to the each Holder participating in an the offering including Warrant Shares and to each underwriter, if any, a signed counterpart, addressed to the such Holder or underwriter, of (Ai) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (Bii) a "cold comfort" comfort letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect resp ect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities; . (vii) the 8) The Company shall, shall as soon as practicable after the effective date of a any registration statement relating to any Warrant Shares filed pursuant to the previous paragraphSections 7.3 and 7.4 hereof, and in any event within fifteen (15) 15 months thereafter, use its reasonable efforts to make "generally available to its security holders" holders (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least (12) 12 consecutive months beginning after the effective date of the registration statement; and . (viii9) upon the written request of the Holder, the The Company shall deliver promptly to the each Holder participating in an the offering including any Warrant Shares pursuant to requesting the previous paragraph who so requests correspondence and memoranda described below and to the managing underwriterunderwriters, copies of all written correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and shall permit the each Holder and underwriter underwriters to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder or underwriter shall reasonably request. (10) With respect to any registration under Section 7.4 hereof, the Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting by the Initiating Holders or the Paying Holders, as the case may be. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with t he Company or the underwriters, except as they may relate to such Holders and their intended methods of distribution. (11) For purposes of this Agreement, the term Majority in reference to the Holders of Registrable Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriters Warrants and/or shares of Common Stock issuable upon exercise of the Underwriters Warrants that (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith and (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act. (12) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Underwriters Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (13) In addition to the Registrable Securities, upon the written request therefor, by any Holder(s), the Company shall include in the registration statement any other securities of the Company held by such Holder(s) as it deems necessary to comply with applicable of the date of filing of such registration statement, including without limitation restricted shares of Common Stock, options, warrants or any other securities laws and NASD rulesconvertible into shares of Common Stock.