Common use of Holder’s Obligations Clause in Contracts

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) Questionnaire and the information set forth in the next sentencesentence and a sales notice (a “Sales Notice”) setting forth the amount of Registrable Securities to be sold and the proposed sales date not later than five (5) Business Days prior to the proposed sales date). Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentstime reasonably request. Each Holder further acknowledges and agrees not to sell that a Sales Notice will only be valid for a period of five (5) Business Days commencing with the proposed sales date and that if any of the Registrable Securities pursuant to which such Sales Notice relates are not sold during such period, a new Sales Notice will need to be submitted to the Shelf Registration Statement without deliveringCompany not later than three (3) Business Days prior to the new proposed sales date. Notwithstanding the foregoing, no Sales Notice may be submitted, or causing to if submitted will be deliveredof no force and effect, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of and no Registrable Securities may be sold pursuant to the Shelf Registration Statement and, if a Deferral Period is then in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldeffect.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company all (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be disclosed in order stated therein or necessary to make the information previously furnished to the Company by such Notice Holder statements therein not misleading and (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be reasonably required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentslaw. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldsold in compliance with applicable law and this Agreement.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company all (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be disclosed in order stated therein or necessary to make the information previously furnished to the Company by such Notice Holder statements therein not misleading and (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldsold in compliance with applicable law and this Agreement.

Holder’s Obligations. Each (a) In addition to the other limitations and requirements described herein, each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a completed Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities necessary to make the statements therein, in light of circumstances in which they were made, not misleading, and promptly to furnish to the Company all (i) any additional information required to be disclosed in order correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact necessary to make the information previously furnished to statements therein, in light of the Company by such Notice Holder circumstances in which they were made, not misleading and (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldsold in compliance with applicable law and this Agreement unless and until the Company is notified otherwise.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s 's Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to this Section 2(c) hereof 4 (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to the Initial or any Subsequent Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least five (5) business days prior to the filing of the Initial Resale Registration Statement or Subsequent Resale Registration Statement. Each Notice Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentsSEC comments and any information otherwise required by the Company to comply with applicable law or regulations. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof andagrees, following termination of the Effective Effectiveness Period, to notify the Company, within 10 business days twenty (20) Business Days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each The Company may require each Holder agreesto promptly, by acquisition but in no event later than five (5) Business Days after a proper request, furnish in writing to the Company such information regarding the distribution of the Registrable SecuritiesSecurities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration, that no including all such information as may be requested by the SEC. Each Holder agrees that, notwithstanding the provisions of Registrable Securities shall be entitled to sell Section 4.6 hereof, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4.4(e) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or to receive a Prospectus relating theretoamended prospectus contemplated by Section 4.4(e) hereof, unless and, if so directed by the Company, such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish will deliver to the Company all information required copies, other than permanent file copies then in such Holder’s possession and retained solely in accordance with record retention policies then-applicable to be disclosed in order to make such Holder, of the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of most recent prospectus covering such Registrable Securities as may be required to be disclosed in at the Shelf time of receipt of such notice. In the event the Company shall give such notice, the Company shall extend the period during which such Registration Statement under applicable law or shall be maintained effective by the number of days during the period from and including the date of the giving of notice pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant Section 4.4(f) hereof to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus date when the Company shall make available to the purchaser thereof andHolders a prospectus supplemented or amended to conform with the requirements of Section 4.4(e) hereof. Notwithstanding anything to the contrary, following termination of the Effective PeriodCompany shall, to notify the Companyextent that such action is not in violation of Law, within 10 business days cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a request by Holder in accordance with the Company, terms of the amount this Agreement in connection with any sale of Registrable Securities sold pursuant with respect to the Shelf Registration Statement and, in the absence of which a response, the Company may assume that all of Holder has entered into a contract for sale prior to the Holder’s Registrable Securities were so soldreceipt of a notice from the Company of the happening of any event of the kind described in Section 4.4(e) and for which the Holder has not yet settled.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a properly completed Notice and Questionnaire as required pursuant to this Section 2(c) hereof 4 (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to the Initial or any Subsequent Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company promptly following the date hereof and notify the Company of any change in such information at least five (5) business days prior to the filing of the Initial Resale Registration Statement or Subsequent Resale Registration Statement. Each Notice Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentsSEC comments and any information otherwise required by the Company to comply with applicable law or regulations. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof andagrees, following termination of the Effective Effectiveness Period, to notify the Company, within 10 business days ten (10) Business Days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c3(d) hereof (including the information required to be included in such Notice and Questionnaire) Questionnaire and the information set forth in the next sentencesentence and a sales notice (a "Sales Notice") setting forth the amount of Registrable Securities to be sold and the proposed sales date not later than 5 Business Days prior to the proposed sales date). Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentstime reasonably request. Each Holder further acknowledges and agrees not to sell that a Sales Notice will only be valid for a period of five Business Days commencing with the proposed sales date and that if any of the Registrable Securities pursuant to which such Sales Notice relates are not sold during such period, a new Sales Notice will need to be submitted to the Shelf Registration Statement without deliveringCompany not later than three Business Days prior to the new proposed sales date. Notwithstanding the foregoing, no Sales Notice may be submitted, or causing to if submitted will be deliveredof no force and effect, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of and no Registrable Securities may be sold pursuant to the Shelf Registration Statement and, if a Deferral Period is then in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldeffect.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a properly completed Notice and Questionnaire as required pursuant to this Section 2(c) hereof 4 (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to the Initial or any Subsequent Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company promptly following the date hereof and notify the Company of any change in such information at least five (5) business days prior to the filing of the Initial Resale Registration Statement or Subsequent Resale Registration Statement. Each Notice Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentsSEC comments and any information otherwise required by the Company to comply with applicable law or regulations. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof andagrees, following termination of the Effective Effectiveness Period, to notify the Company, within 10 business days ten (10) Business Days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s 's Registrable Securities were so sold.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus made available or delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be deliveredor, a Prospectus if permitted by applicable securities law, making available, to the purchaser thereof anda Prospectus in accordance with the requirements of applicable securities laws. Each Holder further agrees that such Holder will not make any offer relating to the Registrable Securities that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act), following termination unless it has obtained the prior written consent of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c3(a) hereof (including all the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or law, pursuant to comments from the Commission commentsor as the Company may from time to time reasonably request. Each Holder further agrees not to sell Any sale of any Registrable Securities pursuant by any Notice Holder shall constitute a representation and warranty by such Notice Holder that the information relating to such Notice Holder and its plan of distribution is as set forth in the Shelf Registration Statement without deliveringProspectus delivered by such Notice Holder in connection with such disposition, or causing to be deliveredthat such Prospectus does not, a Prospectus to the purchaser thereof and, following termination as of the Effective Periodtime of such sale, to notify the Company, within 10 business days contain any untrue statement of a request by the Companymaterial fact relating to such Notice Holder or its plan of distribution, and that such Prospectus does not, as of the amount time of Registrable Securities sold pursuant such sale, omit to state any material fact relating to or provided by such Notice Holder or its plan of distribution necessary in order to make the Shelf Registration Statement andstatements in such Prospectus, in the absence light of a responsethe circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission was made in reliance on and in conformity with written information furnished to the Company may assume that all by or on behalf of the such Notice Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each The Company may require each Holder agreesto promptly, by acquisition but in no event later than five (5) Business Days after a proper request, furnish in writing to the Company such information regarding the distribution of the Registrable SecuritiesSecurities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration, that no including all such information as may be requested by the SEC. Each Holder agrees that, notwithstanding the provisions of Registrable Securities shall be entitled to sell Section 4.6 hereof, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4.4(e) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or to receive a Prospectus relating theretoamended prospectus contemplated by Section 4.4(e) hereof, unless and, if so directed by the Company, such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish will deliver to the Company all information required copies, other than permanent file copies then in such Holder’s possession and retained solely in accordance with record retention policies then-applicable to be disclosed in order to make such Holder, of the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of most recent prospectus covering such Registrable Securities as may be required to be disclosed in at the Shelf time of receipt of such notice. In the event the Company shall give such notice, the Company shall extend the period during which such Registration Statement under applicable law or shall be maintained effective by the number of days during the period from and including the date of the giving of notice pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant Section 4.4(e) hereof to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus date when the Company shall make available to the purchaser thereof andHolders a prospectus supplemented or amended to conform with the requirements of Section 4.4(e) hereof. Notwithstanding anything to the contrary, following termination of the Effective PeriodCompany shall, to notify the Companyextent that such action is not in violation of Law, within 10 business days cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a request by Holder in accordance with the Company, terms of the amount this Agreement in connection with any sale of Registrable Securities sold pursuant with respect to the Shelf Registration Statement and, in the absence of which a response, the Company may assume that all of Holder has entered into a contract for sale prior to the Holder’s Registrable Securities were so soldreceipt of a notice from the Company of the happening of any event of the kind described in Section 4.4(e) and for which the Holder has not yet settled.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s 's Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(e) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further agrees not that, neither such Holder nor any underwriter participating in any disposition pursuant to sell any Registration Statement on such Holder’s behalf, will make any offer relating to the Registrable Securities pursuant to that would constitute an Issuer Free Writing Prospectus (as defined in Rule 433 under the Shelf Registration Statement without delivering, Securities Act) or causing that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be delivered, a Prospectus to filed by the purchaser thereof and, following termination Company with the Commission or retained by the Company under Rule 433 of the Effective PeriodSecurities Act, to notify unless it has obtained the Company, within 10 business days prior written consent of a request the Company (and except for as otherwise provided in any underwriting agreement entered into by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldand any such underwriter).

Holder’s Obligations. Each The Company may require each Holder agreesto promptly, by acquisition but in no event later than five (5) Business Days after a proper request, furnish in writing to the Company such information regarding the distribution of the Registrable SecuritiesSecurities as the Company may from time to time reasonably request and such other information as may be required in connection with such registration, that no including all such information as may be requested by the SEC. Each Holder agrees that, notwithstanding the provisions of Registrable Securities shall be entitled to sell Section 4.6 hereof, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4.4(e) hereof, such Holder will forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or to receive a Prospectus relating theretoamended prospectus contemplated by Section 4.4(e) hereof, unless and, if so directed by the Company, such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish will deliver to the Company all information required copies, other than permanent file copies then in such Holder’s possession and retained solely in accordance with record retention policies then-applicable to be disclosed in order to make such Holder, of the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of most recent prospectus covering such Registrable Securities as may be required to be disclosed in at the Shelf time of receipt of such notice. In the event the Company shall give such notice, the Company shall extend the period during which such Registration Statement under applicable law or shall be maintained effective by the number of days during the period from and including the date of the giving of notice pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant Section 4.4(f) hereof to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus date when the Company shall make available to the purchaser thereof andHolders a prospectus supplemented or amended to conform with the requirements of Section 4.4(e) hereof. Notwithstanding anything to the contrary, following termination of the Effective PeriodCompany shall, to notify the Companyextent that such action is not in violation of Law, within 10 business days cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a request by Holder in accordance with the Company, terms of the amount this Agreement in connection with any sale of Registrable Securities sold pursuant with respect to the Shelf Registration Statement and, in the absence of which a response, the Company may assume that all of Holder has entered into a contract for sale prior to the Holder’s Registrable Securities were so soldreceipt of a notice from the Company of the happening of any event of the kind described in Section 4.4(e) and for which the Holder has not yet settled.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c3(a) hereof (including all the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or law, pursuant to comments from the Commission commentsor as the Company may from time to time reasonably request. Each Holder further agrees not to sell Any sale of any Registrable Securities pursuant by any Notice Holder shall constitute a representation and warranty by such Notice Holder that the information relating to such Notice Holder and its plan of distribution is as set forth in the Shelf Registration Statement without deliveringProspectus delivered by such Notice Holder in connection with such disposition, or causing to be deliveredthat such Prospectus does not, a Prospectus to the purchaser thereof and, following termination as of the Effective Periodtime of such sale, to notify the Company, within 10 business days contain any untrue statement of a request by the Companymaterial fact relating to such Notice Holder or its plan of distribution, and that such Prospectus does not, as of the amount time of Registrable Securities sold pursuant such sale, omit to state any material fact relating to or provided by such Notice Holder or its plan of distribution necessary in order to make the Shelf Registration Statement andstatements in such Prospectus, in the absence light of a responsethe circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission was made in reliance on and in conformity with written information furnished to the Company may assume that all by or on behalf of the such Notice Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire Information Summary as required pursuant to Section 2(c) Sections 2.1 and 2.5 hereof (including the information required to be included in such Notice and QuestionnaireInformation Summary) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentscomments or as the Company may from time to time reasonably request. Each Holder agrees to keep confidential the receipt of any Deferral Notice and the contents thereof, except as required pursuant to applicable law. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Selling Securityholder Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Selling Securityholder Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Notes or any Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further agrees not to sell by acquisition of its Notes or any Registrable Securities that, upon actual receipt of any notice from the Company of the happening of any event of the kind described in Section 3(c)(iii), 3(c)(v) or 3(c)(vi) hereof, or of a Deferral Period pursuant to the Shelf Section 3(h) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement without deliveringor Prospectus pursuant to such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Registration Statement or Prospectus contemplated by Section 3(h)(i) hereof, or causing to until it is advised in writing by the Company that the use of the applicable Registration Statement or Prospectus may be deliveredresumed, a Prospectus and has received copies or any amendments or supplements thereto. Notwithstanding anything to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a responsecontrary contained herein, the Company may assume that all shall not have any liability for any incremental expenses incurred as a result of the Holder’s an underwritten offering of any Registrable Securities were so soldSecurities.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Transfer Restricted Securities, that no Holder of Registrable Transfer Restricted Securities shall be entitled to sell any of such Registrable Transfer Restricted Securities pursuant to the any Shelf Registration Statement or to receive a Prospectus prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c1(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Transfer Restricted Securities as the Company may from time to time reasonably request. Any sale of any Transfer Restricted Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the prospectus delivered by such Holder in connection with such disposition, that such prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder shall notify the Company no later than five (5) business days prior to any proposed sale by such Holder pursuant to a Shelf Registration Statement of such proposed sale which notice shall be effective for five (5) business days. Each Holder agrees that within ten (10) business days of any sale, disposition or other transfer of Securities, whether pursuant to a Shelf Registration Statement or exemption from registration under the Securities Act, such Holder shall provide written notice to the Company specifying the amount of Securities sold, disposed of or transferred and the name and address of the transferee of such Securities. Each Holder acknowledges that such Holder, when it sells Securities pursuant to a Shelf Registration Statement, will be required to be disclosed named as a selling securityholder in the Shelf Registration Statement under applicable law or pursuant related prospectus, will be required to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant deliver a prospectus to the Shelf Registration Statement without deliveringpurchaser, or causing and will be subject to be delivered, a Prospectus to the purchaser thereof and, following termination certain of the Effective Period, to notify civil liability provisions under the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, Act in the absence of a response, the Company may assume that all of the connection with such Holder’s Registrable Securities were so sold's sale.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the a Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the a Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the relevant Effective Period, to notify the Company, within 10 business days Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the such Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s 's Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentencesentence and such Holder provides written notice of a proposed sale to the Company at least two (2) business days prior to such sale. Each Notice Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentsSEC comments and any information otherwise requested by the Company. Any sale of any Registrable Securities by a Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact provided by or relating to such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact provided by or relating to such Holder or its plan of distribution necessary to make the statement in the Prospectus, in light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof andagrees, following termination of the Effective Effectiveness Period, to notify the Company, within 10 business days five (5) Business Days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentencehereof. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further acknowledges and agrees not to sell that a Notice and Questionnaire will only be valid for a period of 30 Business Days commencing with the proposed sales date and that if any of the Registrable Securities pursuant to which such Notice and Questionnaire relates are not sold during such period, a new Notice and Questionnaire will need to be submitted to the Shelf Registration Statement without deliveringCompany not later than five (5) Business Days prior to the new proposed sales date. Notwithstanding the foregoing, no Notice and Questionnaire may be submitted, or causing to if submitted will be deliveredof no force and effect, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of and no Registrable Securities may be sold pursuant to the Shelf Registration Statement and, if a Deferral Period is then in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldeffect.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to this Section 2(c) hereof 4 (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to the Initial or any Subsequent Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least five (5) business days prior to the filing of the Initial Resale Registration Statement or Subsequent Resale Registration Statement. Each Notice Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentsSEC comments and any information otherwise required by the Company to comply with applicable law or regulations. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof andagrees, following termination of the Effective Effectiveness Period, to notify the Company, within 10 business days ten (10) Business Days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company and the Guarantor with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company and the Guarantor by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company and or the Guarantor may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further agrees not by acquisition of its Registrable Securities that, upon actual receipt of any notice from the Company and the Guarantor of the happening of any event of the kind described in Section 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, or of a Deferral Period pursuant to sell Section 3(b) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(j) hereof, or until it is advised in writing by the Company and the Guarantor that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto. Notwithstanding anything to the contrary contained herein, neither the Company nor the Guarantor shall have any liability for any incremental expenses incurred as a result of an underwritten offering of any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldSecurities.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof hereunder (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus made available or delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be deliveredor, a Prospectus if permitted by applicable securities law, making available, to the purchaser thereof and, following termination a Prospectus in accordance with the requirements of applicable securities laws. Each Holder further agrees that such Holder will not make any offer relating to the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement andthat would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act), in unless it has obtained the absence of a response, the Company may assume that all prior written consent of the Holder’s Registrable Securities were so soldCompany.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus made available or delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be deliveredor, a Prospectus if permitted by applicable securities law, making available, to the purchaser thereof anda Prospectus in accordance with the requirements of applicable securities laws. Each Holder further agrees that such Holder will not make any offer relating to the Registrable Securities that would constitute an "issuer free writing prospectus" (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a "free writing prospectus" (as defined in Rule 405 under the Securities Act), following termination unless it has obtained the prior written consent of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof hereunder (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed time reasonably request, including, without limitation, the number of Replacement Preferred Shares held by such Holders. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus made available or delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be deliveredor, a Prospectus if permitted by applicable securities law, making available, to the purchaser thereof and, following termination a Prospectus in accordance with the requirements of applicable securities laws. Each Holder further agrees that such Holder will not make any offer relating to the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement andthat would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act), in unless it has obtained the absence of a response, the Company may assume that all prior written consent of the Holder’s Registrable Securities were so soldCompany.

Holder’s Obligations. Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so only in accordance with Section 3(d) and this Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to any Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company promptly upon becoming a Holder and notify the Company of any change in such information at least five (5) business days prior to the filing of the Registration Statement. From and after the date the Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the SEC a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to this Section; and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this Section. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a properly completed Notice and Questionnaire as required pursuant to this Section 2(c) hereof 4 (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentsSEC comments and any information otherwise required by the Company to comply with applicable law or regulations. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof andagrees, following termination of the Effective Effectiveness Period, to notify the Company, within 10 business days ten (10) Business Days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Transfer Restricted Securities, that no Holder of Registrable Transfer Restricted Securities shall be entitled to sell any of such Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Transfer Restricted Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, and to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Transfer Restricted Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable 's Transfer Restricted Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company Issuer with a Notice and Questionnaire as required pursuant to Section 2(c2(b) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company Issuer all information required to be disclosed in order to make the information previously furnished to the Company Issuer by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission SEC comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective PeriodTermination Date, to notify the CompanyIssuer, within 10 business days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company Issuer may assume that all of the Holder’s 's Registrable Securities were so sold. Each Holder specifically agrees that no underwritten offerings of Registrable Securities may be effected without the Issuer's prior agreement.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Initial Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice notice and Questionnaire as required questionnaire pursuant to Section 2(c2(b) hereof (including the information required to be included in such Notice and Selling Holder Questionnaire) and the additional information set forth in the next sentence. Each Notice Holder that has submitted the Selling Holder Questionnaire to the Company agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Initial Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof as required by the Securities Act and, following termination of the Effective PeriodInitial Shelf Expiration Date, to notify the Company, within 10 business days ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s 's Registrable Securities were so soldsold or are no longer Registrable Securities.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further shall keep confidential the receipt by it of any Suspension Notice and the contents thereof, except as required pursuant to applicable law. Upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to the a Shelf Registration Statement without deliveringor the related Prospectus until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (C)(i) of Section 3(i), or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request until such Notice Holder is advised in writing by the Company, of Company that the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company such Prospectus may assume that all of the Holder’s Registrable Securities were so soldbe used.

Holder’s Obligations. Each Holder agrees, by (a) By acquisition of the any Registrable Securities, each Holder agrees that no it shall be bound by all of the obligations of a Holder of Registrable Securities under this Agreement. Each Holder agrees that it shall not be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless and until such Holder has shall have furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) ), such other information as the Company shall have reasonably requested in writing and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or otherwise reflected in the Shelf Registration Statement, any Prospectus or any amendment or supplement thereto or of the occurrence of any event, in any case as a result of which the Shelf Registration Statement, any Prospectus or any amendment or supplement thereto contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company all (i) any additional information required to correct and update any previously furnished information or required so that the Shelf Registration Statement, each Prospectus and each amendment or supplement thereto shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be disclosed in order stated therein or necessary to make the information previously furnished to the Company by such Notice Holder statements therein not misleading and (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law law. Each Holder agrees not to offer or sell any Registrable Securities pursuant to Commission commentsthe Shelf Registration Statement before it is declared or otherwise becomes effective. Each Holder agrees that any sale of Registrable Securities by it or on its behalf shall be made in compliance with the Securities Act and that any such sale purporting to be made pursuant to the Shelf Registration Statement shall be made only in accordance with the plan of distribution set forth in the then-current Prospectus, together with all amendments and supplements thereto then available. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus or, if permitted by applicable law, making available, the then-current Prospectus, together with all amendments and supplements thereto then available to the purchaser thereof and, following termination of the Effective Period, to notify the CompanyCompany in writing, within 10 business days ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement andStatement, in and the absence of a response, response within such ten (10) Business Day period shall constitute a representation by such Holder to the Company may assume that all of the Holder’s Registrable Securities were so soldsold in compliance with applicable law and this Agreement.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Resale Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company Corporation with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company Corporation all information required to be disclosed in order to make the information previously furnished to the Company Corporation by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Resale Registration Statement under applicable law or pursuant to Commission SEC comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Resale Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Effectiveness Period, to notify the CompanyCorporation, within 10 business days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Resale Registration Statement and, in the absence of a response, the Company Corporation may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company and the Guarantor with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company and the Guarantor by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company and or the Guarantor may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further agrees not by acquisition of its Registrable Securities that, upon actual receipt of any notice from the Company and the Guarantor of the happening of any event of the kind described in Section 4(f)(ii), 4(f)(iii) or 4(f)(iv) hereof, or of a Deferral Period pursuant to sell Section 3(b) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(m) hereof, or until it is advised in writing by the Company and the Guarantor that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto. Notwithstanding anything to the contrary contained herein, neither the Company nor the Guarantor shall have any liability for any incremental expenses incurred as a result of an underwritten offering of any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldSecurities.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice such information regarding such Holder and Questionnaire the distribution of such Registrable Securities as required pursuant to Section 2(c) hereof (including the information may be required to be included in the Registration Statement or the Prospectus or as the Company may from time to time reasonably request in writing. The Company may exclude from such Notice and Questionnaire) and registration the Registrable Securities of any Holder who does not furnish such information set forth in the next sentenceprovided above for so long as such information is not so furnished. Each Notice Holder of Registrable Securities as to which any Registration Statement is being effected agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading misleading. Any sale of any Registrable Securities by any Holder shall constitute a representation and any other warranty by such Holder that the information regarding relating to such Notice Holder and its plan of distribution is as set forth in the distribution Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such Registrable Securities sale contain any untrue statement of a material fact relating to such Holder or its plan of distribution and that such Prospectus does not as may be required of the time of such sale omit to be disclosed state any material fact relating to such Holder or its plan of distribution necessary to make the statements in such Prospectus, in light of the circumstances under which they were made, not misleading. In the event (A) of the happening of any event of the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), 4(c)(v), or 4(c)(vi) hereof or (B) that, in the Shelf Registration Statement under applicable law judgment of the Company, it is advisable to suspend use of the Prospectus for a discrete period of time due to pending material corporate developments or pursuant similar material events that have not yet been publicly disclosed and as to Commission comments. Each which the Company believes public disclosure will be prejudicial to the Company, the Company shall deliver a certificate in writing, signed by an authorized executive officer of the Company, to the Holders to the effect of the foregoing and, upon receipt of such certificate, each such Holder further agrees shall not to sell any Registrable Securities pursuant and shall not use the Prospectus until it is advised in writing by the Company that the Prospectus may be used and such Holder has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use its reasonable best efforts to ensure that the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination use of the Effective PeriodProspectus may be resumed, to notify the Company, within 10 business days of a request by the Company, of the amount and sales of Registrable Securities sold pursuant to the Shelf Registration Statement may commence, as soon as practicable and, in the absence case of a responsepending material corporate development or similar material event, as soon as the Company may assume that all earlier of (x) public disclosure of such pending material corporate development or similar material event or (y) in the reasonable judgment of the Holder’s Registrable Securities were so soldCompany, public disclosure of such material corporate development or similar material event would not be prejudicial to the Company.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Upon receipt of any Deferral Notice, each Notice Holder further agrees not to sell any Registrable Securities pursuant to the Shelf such Registration Statement without deliveringuntil such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in Section 3(i), or causing until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Each Notice Holder agrees to be delivered, a Prospectus to comply with the purchaser thereof and, following termination provisions of the Effective Period, Securities Act relating to notify the Company, within 10 business days of a request by the Company, of the amount prospectus delivery in connection with any offering of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldStatement.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentstime reasonably request. Each Holder further agrees not to sell Any sale of any Registrable Securities pursuant by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement without deliveringProspectus delivered by such Holder in connection with such disposition, or causing to be delivered, a that such Prospectus to the purchaser thereof and, following termination does not as of the Effective Period, to notify the Company, within 10 business days time of such sale contain any untrue statement of a request material fact relating to or provided by the Company, such Holder or its plan of distribution and that such Prospectus does not as of the amount time of Registrable Securities sold pursuant such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the Shelf Registration Statement andstatements in such Prospectus, in the absence light of the circumstances under which they were made, not misleading. Each Notice Holder agrees to keep confidential the receipt by such Notice Holder of any Suspension Notice and the contents thereof, except as required pursuant to applicable law; provided, however, that the foregoing covenant shall in no way affect or limit the right of any Holder to sell Registrable Securities other than pursuant to a responseShelf Registration Statement. Each Notice Holder agrees that, if such Holder has elected to sell Registrable Securities in accordance with any Shelf Registration Statement, it shall deliver, in accordance with the Securities Act, the Company may assume that all of most recent applicable Prospectus provided to such holder by the Holder’s Registrable Securities were so soldIssuers pursuant to Section 2(d) or Section 3(g).

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Effectiveness Period, to notify the Company, within 10 business days ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold. Each Holder of Registrable Securities agrees that upon receipt of any Deferral Notice from the Company, such Holder shall forthwith discontinue (and cause any placement or sales agent or underwriters acting on their behalf to discontinue) the disposition of Registrable Securities pursuant to the registration statement applicable to such Registrable Securities until such Holder (i) shall have received copies of such amended or supplemented Prospectus and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Registrable Securities at the time of receipt of such notice or (ii) shall have received notice from the Company that the disposition of Registrable Securities pursuant to the Shelf Registration Statement may continue.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) Questionnaire and the information set forth in the next sentencesentence and a sales notice (a "SALES NOTICE") setting forth the amount of Registrable Securities to be sold and the proposed sales date not later than three Business Days prior to the proposed sales date). Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further acknowledges and agrees not to sell that a Sales Notice will only be valid for a period of five Business Days commencing with the proposed sales date and that if any of the Registrable Securities pursuant to which such Sales Notice relates are not sold during such period, a new Sales Notice will need to be submitted to the Shelf Registration Statement without deliveringCompany not later than three Business Days prior to the new proposed sales date. Notwithstanding the foregoing, no Sales Notice may be submitted, or causing to if submitted will be deliveredof no force and effect, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of and no Registrable Securities may be sold pursuant to the Shelf Registration Statement and, if a Deferral Period is then in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldeffect.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without deliveringcomplying with applicable prospectus delivery requirements, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each Holder holder of Registrable Securities agrees, by acquisition of the Registrable Securities, that no Holder holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the all material information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish Purchaser Questionnaire and Selling Stockholder Questionnaire pursuant to the Company all Purchase Agreement. Any sale of any Registrable Securities by any holder thereof shall constitute a representation and warranty by such holder that the information required regarding such holder is as set forth in the Prospectus delivered by such holder in connection with such disposition, and that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact regarding such holder or omit to be disclosed in order state any material fact regarding such holder necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading, solely to the extent such facts are based upon information previously regarding such holder furnished in writing to the Company by such Notice Holder not misleading and holder for use in such Prospectus. Each holder of Registrable Securities agrees if such holder has Registrable Securities covered by such Registration Statement that, upon receipt of any other information regarding written notice from the Company of the happening of any event of the kind described in Section 2.1(c) hereof, such Notice Holder and the distribution holder will forthwith discontinue disposition of such Registrable Securities as covered by such Registration Statement or Prospectus until such holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.1(g) hereof, or until it is advised in writing by the Company that the use of the applicable Prospectus may be required resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be disclosed incorporated by reference in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldsuch Prospectus.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentencesentence and such Holder provides written notice of a proposed sale to the Company at least two (2) Business Days prior to such sale. Each Notice Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentsSEC comments and any information otherwise requested by the Company. Any sale of any Registrable Securities by a Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact provided by or relating to such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact provided by or relating to such Holder or its plan of distribution necessary to make the statement in the Prospectus, in light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof andagrees, following termination of the Effective Effectiveness Period, to notify the Company, within 10 business days five (5) Business Days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s 's Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by (a) By acquisition of the any Registrable Securities, each Holder agrees that it shall be bound by all of the obligations of a Holder under this Agreement. Each Holder agrees that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless and until such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) such other information as the Company shall reasonably request in writing and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or otherwise reflected in the Shelf Registration Statement, any Prospectus or any amendment or supplement thereto or of the occurrence of any event in either case as a result of which the Shelf Registration Statement, any Prospectus or any amendment or supplement thereto contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder's intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder's intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company all (i) any additional information required to correct and update any previously furnished information or required so that the Shelf Registration Statement, each Prospectus and each amendment or supplement thereto shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be disclosed in order stated therein or necessary to make the information previously furnished to the Company by such Notice Holder statements therein not misleading and (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be reasonably required to be disclosed in the Shelf Registration Statement under applicable law law. Each Holder agrees not to offer or sell any Registrable Securities pursuant to Commission commentsthe Shelf Registration Statement before it is declared or otherwise becomes effective. Each Holder agrees that any sale of Registrable Securities by it or on its behalf shall be made in compliance with the Securities Act and that any such sale purporting to be made pursuant to the Shelf Registration Statement shall be made only in accordance with the plan of distribution set forth in the then-current Prospectus, together will all amendments and supplements thereto then available. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus or, if permitted by applicable law, making available, the then-current Prospectus, together will all amendments and supplements thereto then available to the purchaser thereof and, following termination of the Effective Period, to notify the CompanyCompany in writing, within 10 business days ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in Statement; and the absence of a response, response within such ten (10) Business Day period shall constitute a representation by such Holder to the Company may assume that all of the Holder’s 's Registrable Securities were so soldsold in compliance with applicable law and this Agreement.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(e) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be deliveredor, a Prospectus if permitted by applicable securities law, making available, to the purchaser thereof and, following termination a Prospectus in accordance with the requirements of applicable securities laws. Each Holder further agrees that such Holder will not make any offer relating to the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement andthat would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus, in unless it has obtained the absence of a response, the Company may assume that all prior written consent of the Holder’s Registrable Securities were so soldCompany.

Holder’s Obligations. Each The Company may require each Holder agreesto promptly, by acquisition but in no event later than five (5) Business Days after a proper request, furnish in writing to the Company such information regarding the distribution of the Registrable SecuritiesSecurities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration, that no including all such information as may be requested by the SEC. Each Holder agrees that, notwithstanding the provisions of Registrable Securities shall be entitled to sell Section 4.6 hereof, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4.4(e) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or to receive a Prospectus relating theretoamended prospectus contemplated by Section 4.4(e) hereof, unless and, if so directed by the Company, such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish will deliver to the Company all information required copies, other than permanent file copies then in such Holder’s possession and retained solely in accordance with record retention policies then-applicable to be disclosed in order to make such Holder, of the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of most recent prospectus covering such Registrable Securities as may be required to be disclosed in at the Shelf time of receipt of such notice. In the event the Company shall give such notice, the Company shall extend the period during which such Registration Statement under applicable law or shall be maintained effective by the number of days during the period from and including the date of the giving of notice pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant Section 4.4(f) hereof to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus date when the Company shall make available to the purchaser thereof andHolders a prospectus supplemented or amended to conform with the requirements of Section 4.4(e) hereof. Notwithstanding anything to the contrary, following termination of the Effective PeriodCompany shall, to notify the Companyextent that such action is not in violation of Law, within 10 business days cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a request by Holder in accordance with the Company, terms of the amount this Agreement in connection with any sale of Registrable Securities sold pursuant with respect to which a Holder has entered into a contract for sale prior to the Shelf Registration Statement and, in the absence Holder's receipt of a response, notice from the Company may assume that all of the Holder’s Registrable Securities were so soldhappening of any event of the kind described in Section 4.4(e) and for which the Holder has not yet settled.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Transfer Restricted Securities, that no Holder of Registrable Transfer Restricted Securities shall be entitled to sell any of such Registrable Transfer Restricted Securities pursuant to the any Shelf Registration Statement or to receive a Prospectus prospectus relating thereto, unless such Holder has furnished the Company and the Guarantors with a Notice and Questionnaire as required pursuant to Section 2(c1(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company and the Guarantors all information required to be disclosed in order to make the information previously furnished to the Company and the Guarantors by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Transfer Restricted Securities as the Company and the Guarantors may from time to time reasonably request. Any sale of any Transfer Restricted Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the prospectus delivered by such Holder in connection with such disposition, that such prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder shall notify the Company no later than three (3) business days prior to any proposed sale by such Holder pursuant to a Shelf Registration Statement of such proposed sale which notice shall be effective for five (5) business days. Each Holder agrees that within ten (10) business days of any sale, disposition or other transfer of Securities, whether pursuant to a Shelf Registration Statement or exemption from registration under the Securities Act, such Holder shall provide written notice to the Company and the Guarantors specifying the amount of Securities sold, disposed of or transferred and the name and address of the transferee of such Securities. Each Holder acknowledges that such Holder, when it sells Securities pursuant to a Shelf Registration Statement, will be required to be disclosed named as a selling securityholder in the Shelf Registration Statement under applicable law or pursuant related prospectus, will be required to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant deliver a prospectus to the Shelf Registration Statement without deliveringpurchaser, or causing and will 11 be subject to be delivered, a Prospectus to the purchaser thereof and, following termination certain of the Effective Period, to notify civil liability provisions under the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, Act in the absence of a response, the Company may assume that all of the connection with such Holder’s Registrable Securities were so sold's sale.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentencesentence and such Holder provides written notice of a proposed sale to the Company within two (2) business days prior to such sale. Each Notice Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentsSEC comments and any information otherwise requested by the Company. Any sale of any Registrable Securities by a Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact provided by or relating to such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact provided by or relating to such Holder or its plan of distribution necessary to make the statement in the Prospectus, in light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof andagrees, following termination of the Effective Effectiveness Period, to notify the Company, within 10 business days five (5) Business Days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s 's Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the a Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the a Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the relevant Effective Period, to notify the Company, within 10 business days Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the such Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder's intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder's intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company all (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be disclosed in order stated therein or necessary to make the information previously furnished to the Company by such Notice Holder statements therein not misleading and (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s 's Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to this Section 2(c) hereof 4 (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to the Initial or any Subsequent Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least five (5) business days prior to the filing of the Initial Resale Registration Statement or Subsequent Resale Registration Statement. Each Notice Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentsSEC comments and any information otherwise required by the Company to comply with applicable law or regulations. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof andagrees, following termination of the Effective Effectiveness Period, to notify the Company, within 10 business days ten (10) Business Days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s 's Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Effectiveness Period, to notify the Company, within 10 business days ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold. Each Holder of Registrable Securities agrees that upon receipt of any Deferral Notice from the Company, such Holder shall forthwith discontinue (and cause any placement or sales agent or underwriters acting on their behalf to discontinue) the disposition of Registrable Securities pursuant to the registration statement applicable to such Registrable Securities until such Holder (i) shall have received copies of such amended or supplemented Prospectus and, if so directed by the Company, such Holder shall delivery to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Registrable Securities at the time of receipt of such notice or (ii) shall have received notice from the Company that the disposition of Registrable Securities pursuant to the Shelf Registration Statement may continue.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Effectiveness Period, to notify the Company, within 10 business days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s 's Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentencesentence and such Holder provides written notice of a proposed sale to the Company at least three (3) Business Days prior to such sale. Each Notice Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentsSEC comments and any information reasonably requested by the Company. Any sale of any Registrable Securities by a Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact provided by or relating to such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact provided by or relating to such Holder or its plan of distribution necessary to make the statement in the Prospectus, in light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof andagrees, following termination of the Effective Effectiveness Period, to notify the Company, within 10 business days five (5) Business Days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(b) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to the Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Effectiveness Period, to notify the Company, within 10 business days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s 's Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company and the Guarantor with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company and the Guarantor by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company and or the Guarantor may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further agrees not by acquisition of its Registrable Securities that, upon actual receipt of any notice from the Company and the Guarantor of the happening of any event of the kind described in Section 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, or of a Deferral Period pursuant to sell Section 3(b) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(j) hereof, or until it is advised in writing by the Company and the Guarantor that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto. Notwithstanding anything to the contrary contained herein, neither the Company nor the Guarantor shall have any liability for any incremental expenses incurred as a result of an underwritten offering of any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldSecurities.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company Issuer and the Guarantor with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company Issuer and the Guarantor all information required to be disclosed in order to make the information previously furnished to the Company Issuer and the Guarantor by such Notice Holder not misleading and misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentsSEC comments and any information otherwise required by the Issuer and the Guarantor to comply with applicable law or regulations. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof andagrees, following termination of the Effective Effectiveness Period, to notify the Company, Issuer and the Guarantor within 10 business days ten (10) Business Days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company Issuer an the Guarantor may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, thereto unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees, by acquiring Registrable Securities, that it will not, without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, take any action that would result in the Company being required to file with the SEC under Rule 433(d) a free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of such Holder that otherwise would not be required to be disclosed in filed by the Shelf Registration Statement under applicable law or pursuant to Commission commentsCompany thereunder but for the action of such Holder. Each Holder further agrees not to sell by acquisition of any Registrable Securities that, upon actual receipt of any notice from the Company of the happening of any event of the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or 3(c)(vi) hereof, or of a Deferral Period pursuant to the Shelf Section 3(h) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement without deliveringor Prospectus pursuant to such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Registration Statement or Prospectus contemplated by Section 3(h)(i) hereof, or causing to until it is advised in writing by the Company that the use of the applicable Registration Statement or Prospectus may be deliveredresumed, a Prospectus and has received copies or any amendments or supplements thereto. Notwithstanding anything to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a responsecontrary contained herein, the Company may assume that all shall not have any liability for any incremental expenses incurred as a result of the Holder’s an underwritten offering of any Registrable Securities were so soldSecurities.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled agrees that if such Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so only in accordance with Section 3(d) and this Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to any Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company promptly upon becoming a Holder and notify the Company of any change in such information at least five (5) business days prior to the filing of the Registration Statement. From and after the date the Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the SEC a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished and related Prospectus) and using the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including manner of sale specified in the information required to be included in such Notice and Questionnaire) and , and, if the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish Company shall file a post-effective amendment to the Company all information required Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be disclosed in order to make declared effective under the information previously furnished to the Company by Securities Act as promptly as is reasonably practicable; (ii) provide such Notice Holder not misleading and copies of any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or documents filed pursuant to Commission comments. Each this Section; and (iii) notify such Holder further agrees not to sell as promptly as is reasonably practicable after the effectiveness under the Securities Act of any Registrable Securities post-effective amendment filed pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldthis Section.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company Issuer with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the additional information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company Issuer all information required to be disclosed in order to make the information previously furnished to the Company Issuer by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the CompanyIssuer, within 10 business days Business Days of a request by the CompanyIssuer, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company Issuer may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company all (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be disclosed in order stated therein or necessary to make the information previously furnished to the Company by such Notice Holder statements therein not misleading and misleading, (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentscomments and (iii) any other information as the Company may reasonably request. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 ten (10) business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be deliveredor, a Prospectus if permitted by applicable securities law, making available, to the purchaser thereof and, following termination a Prospectus in accordance with the requirements of applicable securities laws. Each Holder further agrees that such Holder will not make any offer relating to the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement andthat would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act), in unless it has obtained the absence of a response, the Company may assume that all prior written consent of the Holder’s Registrable Securities were so soldCompany.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a complete and accurate Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Effectiveness Period, to notify the Company, within 10 business days ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, response the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Transfer Restricted Securities, that no Holder of Registrable Transfer Restricted Securities shall be entitled to sell any of such Registrable Transfer Restricted Securities pursuant to the any Shelf Registration Statement or to receive a Prospectus prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c1(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Transfer Restricted Securities as the Company may from time to time reasonably request. Any sale of any Transfer Restricted Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the prospectus delivered by such Holder in connection with such disposition, that such prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder shall notify the Company no later than three (3) business days prior to any proposed sale by such Holder pursuant to a Shelf Registration Statement of such proposed sale which notice shall be effective for five (5) business days. Each Holder agrees that within ten (10) business days of any sale, disposition or other transfer of Securities, whether pursuant to a Shelf Registration Statement or exemption from registration under the Securities Act, such Holder shall provide written notice to the Company specifying the amount of Securities sold, disposed of or transferred and the name and address of the transferee of such Securities. Each Holder acknowledges that such Holder, when it sells Securities pursuant to a Shelf Registration Statement, will be required to be disclosed named as a selling securityholder in the Shelf Registration Statement under applicable law or pursuant related prospectus, will be required to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant deliver a prospectus to the Shelf Registration Statement without deliveringpurchaser, or causing and will be subject to be delivered, a Prospectus to the purchaser thereof and, following termination certain of the Effective Period, to notify civil liability provisions under the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, Act in the absence of a response, the Company may assume that all of the connection with such Holder’s Registrable Securities were so sold's sale.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement Statement, or to receive a Prospectus prospectus relating thereto, unless such Holder Xxxxxx has furnished the Company Company, prior to any attempted or actual distribution of Securities under the Shelf Registration Statement, with a written notice and questionnaire delivered to the Company by the deadline for response set forth therein and containing substantially the information called for by the Selling Securityholder Notice and Questionnaire substantially in the form attached as required pursuant to Section 2(c) hereof Annex E hereto (including the information required to be included in such Notice and a “Completed Questionnaire”) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the prospectus delivered by such Holder in connection with such disposition, that such prospectus does not, as of the time of such sale, contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such prospectus does not, as of the time of such sale, omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the statements in such prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder agrees to keep confidential the receipt of any notice received pursuant to clauses (ii) through (v) of Section 3(b) and the contents thereof, except as required pursuant to applicable law. Notwithstanding anything to the contrary herein, the Company shall be required under no obligation to be disclosed name any Holder that has not provided a Completed Questionnaire by the deadline for response set forth therein with respect to such Holder as a selling securityholder in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldrelated prospectus.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company and the Guarantors with a Notice and Questionnaire as required pursuant to Section 2(cSECTION 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company and the Guarantors all information required to be disclosed in order to make the information previously furnished to the Company and the Guarantors by such Notice Holder not misleading and misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentsSEC comments and any information otherwise required by the Company and the Guarantors to comply with applicable law or regulations. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof andagrees, following termination of the Effective Effectiveness Period, to notify the Company, Company within 10 business days ten (10) Business Days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company and the Guarantors may assume that all of the Holder’s 's Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Effectiveness Period, to notify the Company, within 10 business days ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold. Each Holder of Registrable Securities agrees that upon receipt of any Deferral Notice from the Company, such Holder shall forthwith discontinue (and cause any placement or sales agent or underwriters acting on their behalf to discontinue) the disposition of Registrable Securities pursuant to the registration statement applicable to such Registrable Securities until such Holder (i) shall have received copies of such amended or supplemented Prospectus and, if so directed by the Company, such Holder shall delivery to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Registrable Securities at the time of receipt of such notice or (ii) shall have received notice from the Company that the disposition of Registrable Securities pursuant to the Shelf Registration may continue.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) Questionnaire and the information set forth in the next sentencesentence and a sales notice (a "Sales Notice") setting forth the amount of Registrable Securities to be sold and the proposed sales date not later than five (5) Business Days prior to the proposed sales date). Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentstime reasonably request. Each Holder further acknowledges and agrees not to sell that a Sales Notice will only be valid for a period of five (5) Business Days commencing with the proposed sales date and that if any of the Registrable Securities pursuant to which such Sales Notice relates are not sold during such period, a new Sales Notice will need to be submitted to the Shelf Registration Statement without deliveringCompany not later than three (3) Business Days prior to the new proposed sales date. Notwithstanding the foregoing, no Sales Notice may be submitted, or causing to if submitted will be deliveredof no force and effect, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of and no Registrable Securities may be sold pursuant to the Shelf Registration Statement and, if a Deferral Period is then in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldeffect.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to this Section 2(c) hereof 4 (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to the Initial or any Subsequent Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least five (5) business days prior to the filing of the Initial Registration Statement or Subsequent Registration Statement. Each Notice Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and misleading, any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentsSEC comments and any information otherwise required by the Company to comply with applicable law or regulations. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof andagrees, following termination of the Effective Effectiveness Period, to notify the Company, within 10 business days twenty (20) Business Days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each The Company may require each Holder agreesto promptly, by acquisition but in no event later than five (5) Business Days after a proper request, furnish in writing to the Company such information regarding the distribution of the Registrable SecuritiesSecurities as the Company may from time to time reasonably request and such other information as may be required in connection with such registration, that no including all such information as may be requested by the SEC. Each Holder agrees that, notwithstanding the provisions of Registrable Securities shall be entitled to sell Section 4.6 hereof, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4.4(e) hereof, such Holder will forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or to receive a Prospectus relating theretoamended prospectus contemplated by Section 4.4(e) hereof, unless and, if so directed by the Company, such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish will deliver to the Company all information required copies, other than permanent file copies then in such Holder's possession and retained solely in accordance with record retention policies then-applicable to be disclosed in order to make such Holder, of the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of most recent prospectus covering such Registrable Securities as may be required to be disclosed in at the Shelf time of receipt of such notice. In the event the Company shall give such notice, the Company shall extend the period during which such Registration Statement under applicable law or shall be maintained effective by the number of days during the period from and including the date of the giving of notice pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant Section 4.4(f) hereof to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus date when the Company shall make available to the purchaser thereof andHolders a prospectus supplemented or amended to conform with the requirements of Section 4.4(e) hereof. Notwithstanding anything to the contrary, following termination of the Effective PeriodCompany shall, to notify the Companyextent that such action is not in violation of Law, within 10 business days cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a request by Holder in accordance with the Company, terms of the amount this Agreement in connection with any sale of Registrable Securities sold pursuant with respect to which a Holder has entered into a contract for sale prior to the Shelf Registration Statement and, in the absence Holder's receipt of a response, notice from the Company may assume that all of the Holder’s Registrable Securities were so soldhappening of any event of the kind described in Section 4.4(e) and for which the Holder has not yet settled.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company Issuers with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the additional information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company Issuers all information required to be disclosed in order to make the information previously furnished to the Company Issuers by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the CompanyIssuers, within 10 business days Business Days of a request by the CompanyIssuers, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company Issuers may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company Issuer with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the additional information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company Issuer all information required to be disclosed in order to make the information previously furnished to the Company Issuer by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the CompanyIssuer, within 10 business days Business Days of a request by the CompanyIssuer, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company Issuer may assume that all of the Holder’s 's Registrable Securities were so sold.

Holder’s Obligations. Each Holder agreesHolder, by acquisition of the Registrable Securities, is deemed to have agreed that no such Holder of Registrable Securities shall not be entitled to be named as a selling securityholder in the Shelf Registration Statement or the Prospectus, to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating theretoProspectus, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and any additional information that such Holder is required to provide to the information set forth in the next sentenceCompany pursuant to this Section 4. Each Notice Holder agrees promptly to furnish as promptly as is reasonably practicable to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission commentscomments from the Staff. Each Holder further agrees not to sell or otherwise transfer any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus (as then amended or supplemented if applicable) to the purchaser thereof (at or prior to the time required by the Securities Act or Exchange Act, as applicable) and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s 's Registrable Securities were so sold.. In addition, each Holder further is deemed to have further agreed that:

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(f) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s 's Registrable Securities were so sold.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Transfer Restricted Securities, that no Holder of Registrable Transfer Restricted Securities shall be entitled to sell any of such Registrable Transfer Restricted Securities pursuant to the any Shelf Registration Statement or to receive a Prospectus prospectus relating thereto, unless such Holder has furnished the Company Company, the Trust and the Guarantor with a Notice and Questionnaire as required pursuant to Section 2(c1(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company Company, the Trust and the Guarantor all information required to be disclosed in order to make the information previously furnished to the Company Company, the Trust and the Guarantor by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Transfer Restricted Securities as the Company and the Guarantor may from time to time reasonably request. Any sale of any Transfer Restricted Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the prospectus delivered by such Holder in connection with such disposition, that such prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder shall notify the Company, the Trust and the Guarantor no later than three (3) business days prior to any proposed sale by such Holder pursuant to a Shelf Registration Statement of such proposed sale which notice shall be effective for five (5) business days. Each Holder agrees that within ten (10) business days of any sale, disposition or other transfer of Transfer Restricted Securities, whether pursuant to a Shelf Registration Statement or exemption from registration under the Securities Act, such Holder shall provide written notice to the Company, the Trust and the Guarantor specifying the amount of Transfer Restricted Securities sold, disposed of or transferred and the name and address of the transferee of such Transfer Restricted Securities. Each Holder acknowledges that such Holder, when it sells Transfer Restricted Securities pursuant to a Shelf Registration Statement, will be required to be disclosed named as a selling securityholder in the Shelf Registration Statement under applicable law or pursuant related prospectus, will be required to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant deliver a prospectus to the Shelf Registration Statement without deliveringpurchaser, or causing and will be subject to be delivered, a Prospectus to the purchaser thereof and, following termination certain of the Effective Period, to notify civil liability provisions under the Company, within 10 business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, Act in the absence of a response, the Company may assume that all of the connection with such Holder’s Registrable Securities were so sold's sale.

Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentencehereof. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may be required from time to be disclosed time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a Exhibit A-10 Grupo Galicia Agreement representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under applicable law or pursuant to Commission commentswhich they were made, not misleading. Each Holder further acknowledges and agrees not to sell that a Notice and Questionnaire will only be valid for a period of 30 Business Days commencing with the proposed sales date and that if any of the Registrable Securities pursuant to which such Notice and Questionnaire relates are not sold during such period, a new Notice and Questionnaire will need to be submitted to the Shelf Registration Statement without deliveringCompany not later than five (5) Business Days prior to the new proposed sales date. Notwithstanding the foregoing, no Notice and Questionnaire may be submitted, or causing to if submitted will be deliveredof no force and effect, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 business days of a request by the Company, of the amount of and no Registrable Securities may be sold pursuant to the Shelf Registration Statement and, if a Deferral Period is then in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldeffect.