Common use of Registration Procedures Clause in Contracts

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever In connection with the Company is required by the provisions hereof Company's registration obligations pursuant to effect the registration of any Registrable Securities under the Securities ActSections 6(b) hereof, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) will use its commercially reasonable efforts to to: (i) register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the securities or "blue sky" sky laws of the jurisdictions as any seller reasonably requests in writing and do any and all other acts and things which may be reasonably necessary to permit such seller to consummate the disposition in such jurisdictions within of the United States as the Purchaser may reasonably request, provided, however, Registrable Securities owned by such seller (provided that the Company shall will not for any such purpose be required to (A) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this subparagraph or to (B) consent to general service of process in any such jurisdiction); (eii) list the notify each seller of Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, and, at the request of any such seller, the circumstances Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (iii) cause all such Registrable Securities to be listed on each securities exchange, if any, on which the same securities issued by the Company are then existinglisted; (iv) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; and (gv) make available for inspection advise each seller of such Registrable Securities promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Purchaser SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and use commercially reasonable efforts to prevent the issuance of any attorney, accountant stop order or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserobtain its withdrawal if such stop order should be issued.

Registration Procedures. (a) If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleshall: (ai) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (bii) as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by keep the Registration Statement and to keep such Registration Statement effective until for a period of not less than nine months from the expiration of the Effectiveness Periodeffective date; (ciii) as expeditiously as possible furnish to the Purchaser Holder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered owned by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately selling Stockholder and promptly notify the Purchaser selling stockholder at any time when a Prospectus relating thereto prospectus is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes prospectus would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (giv) make available for inspection as expeditiously as possible use its best efforts to register or qualify the Registrable Securities covered by the Purchaser Registration Statement under the securities or Blue Sky laws of such states as the selling stockholders shall reasonably request, and do any attorney, accountant and all other acts and things that may be necessary or desirable to enable the selling stockholders to consummate the public sale or other agent retained disposition in such states of the Registrable Securities owned by the Purchaserselling stockholder; provided, all publicly availablehowever, non-confidential financial and other recordsthat the Company shall not be required in connection with this Section 3(a) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (b) If the Company has delivered preliminary or final prospectuses to the Holder and, pertinent corporate documents and properties after having done so, the prospectus is amended to comply with the requirements of the CompanySecurities Act, the Company shall promptly notify the Holder and, if requested, the Holder shall immediately cease making offers of Registrable Securities and cause return all prospectuses to the Company's officers. The Company shall promptly provide the Holder with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the Holder shall be free to resume making offers of the Registrable Securities.

Registration Procedures. If and whenever (a) With respect to a registration pursuant to Section 2 of this Addendum, the Company is required by the provisions hereof Company, subject to subsection 2(b) above, will use reasonable efforts to promptly effect the registration of any the Registrable Securities under the Securities ActShares, and in connection therewith, the Company will, as expeditiously as possibleshall do the following: (ai) prepare and file with the Commission the SEC a Registration Statement with respect to such Registrable Securitieson or before March 31, respond as promptly as possible to any comments received from the Commission2001, and use its best reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (bii) prepare and file with the Commission SEC such amendments and post-effective amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement continually effective until for a period expiring on the expiration earlier of (A) the Effectiveness Perioddate there are no longer shares of Common Stock outstanding that constitute Registrable Shares or (B) one (1) year from the Closing Date (as defined in the Stock Purchase Agreement); (ciii) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably requestpromptly notify Sellers, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto to Sellers' Registrable Shares covered by the Registration Statement is required to be delivered under the Securities Act, of the happening occurrence of any event of which the Company has knowledge as a result of which the Registration Statement or the Prospectus contained or any document incorporated therein contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, and the Company shall promptly prepare and file with the SEC and furnish to Sellers a supplement or amendment to such Registration StatementProspectus so that, as then in effectthereafter delivered to the purchasers of the Sellers' Registrable Shares, includes an such Prospectus shall not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existingunder which they were made, not misleading; (iv) use reasonable efforts to register or qualify the Registrable Shares covered by the Registration Statement for offer and sale under the securities or "blue sky" laws of each state and other U.S. jurisdiction as Sellers reasonably request in writing; however, the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to so qualify, (B) take any action that would subject it to general service of process in any jurisdiction where it would not otherwise be subject to such general service of process, or (C) subject itself to general taxation in any jurisdiction where it would not otherwise be subject; and (gv) make available for inspection use reasonable efforts to cause all Registrable Shares included in such Registration Statement to be listed on the New York Stock Exchange (or any other market on which the Common Stock is then listed). (b) Sellers, upon receipt of any notice from the Company of the occurrence of any event of the kind described in clause (iii) of subsection 4(a) above, will forthwith discontinue disposition of the Sellers' Registrable Shares pursuant to the Registration Statement covering such Sellers' Registrable Shares until Seller's receipt of the copies of the supplemented or amended Prospectus contemplated by the Purchaser and any attorneysuch subsection 4(a) and, accountant or other agent retained if so directed by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause Sellers will deliver to the Company's officersCompany all copies, directors and employees to supply all publicly availableother than permanent file copies then in Sellers' possession, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasermost recent Prospectus covering such Sellers' Registrable Shares at the time of receipt of such notice. Seller, upon receipt of any notice from the Company of the issuance of any stop order or blue sky order will forthwith, in the case of any stop order, discontinue disposition of the Sellers' Registrable Shares pursuant to the Registration Statement covering such Sellers' Registrable Shares or, in the case of any blue sky order, discontinue disposition of the Sellers' Registrable Shares in the applicable jurisdiction, until advised in writing of the lifting or withdrawal of such order.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Lender copies of all filings and Commission letters of comment correspondence relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Lender such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Lender may reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Lender’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Lender may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange exchange/Trading Market on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Lender, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge knowledge, or has reason to know, as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Lender and any attorney, accountant or other agent representative retained by the PurchaserLender, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent representative of the PurchaserLender.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly (and in any event within three (3) Business Days following such occurrence) notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of (a) Whenever a Holder requests that any Registrable Securities under the Securities Actbe registered pursuant to this Agreement or requests a Shelf Underwritten Offering, the Company willshall use commercially reasonable efforts to effect, as expeditiously soon as possiblepractical as provided herein, the registration and the sale of such Registrable Securities in accordance with the intended methods of disposition thereof, and, pursuant thereto, the Company shall, as soon as practical as provided herein, use its commercially reasonable efforts to: (ai) subject to the other provisions of this Agreement, in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the Commission the SEC a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the such Registration Statement to become and remain effective for (unless it is automatically effective upon filing); provided, that before filing a Registration Statement pursuant to this Agreement, the Effectiveness Period with respect theretoCompany will furnish to counsel of the Holders in such offering copies of the registration statement, any prospectus, and promptly provide prospectus supplement, and such other documents proposed to be filed with the SEC as such Holders may reasonably request, and the Company shall give the Holders and their counsel a reasonable opportunity to comment on such documents and keep such Holders reasonably informed as to the Purchaser copies registration process (and the Holders of all filings the Registrable Securities covered by such Registration Statement shall have the right to request that the Company modify any information contained in such Registration Statement pertaining to the Holders and Commission letters of comment relating theretothe Company will use its commercially reasonable efforts to address requests such Holders may reasonably propose); (bii) prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions applicable requirements of the Securities Act and keep such Registration Statement effective for the relevant period required hereunder, but no longer than is necessary to complete the distribution of the securities covered by such Registration Statement, and to comply with the applicable requirements of the Securities Act with respect to the disposition of all the securities covered by such Registration Statement during such period in accordance with the intended methods of disposition set forth in such Registration Statement; provided, that before filing any amendments or supplements or any free writing prospectuses related thereto, the Company will furnish to counsel of the Holders in such offering copies of the registration statement, any prospectus, and prospectus supplement, and such other documents proposed to be filed with the SEC as such Holders may reasonably request, and the Company shall give the Holders and their counsel a reasonable opportunity to comment on such documents and keep such Holders reasonably informed as to the registration process (and the Holders of the Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until shall have the expiration of right to request that the Effectiveness PeriodCompany modify any information contained in such Registration Statement, amendment or supplement thereto pertaining to the Holders and the Company will use its commercially reasonable efforts to address requests such Holders may reasonably propose); (ciii) furnish if requested by the managing underwriters (if any) or the holders of a majority of the then outstanding Registrable Securities included in such Registration Statement, promptly include in a prospectus supplement or post-effective amendment such information as the managing underwriters (if any) or such holders may reasonably request in order to permit the Purchaser intended method of distribution of such securities and to make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Company has received such request; (iv) obtain the withdrawal of any order suspending the effectiveness of any Registration Statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States; (v) deliver, without charge, such number of copies of the Registration Statement Statement, preliminary and the final Prospectus included and any supplement or exhibit thereto or documents incorporated therein (including each preliminary Prospectus) as the Purchaser Holders may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities of Holders covered by such Registration Statement in conformity with the requirements of the Securities Act, and the Company hereby consents to the use of such Registration Statement, Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Securities and the underwriters or agents, if any, in connection with the offering and sale of the Registrable Securities covered thereby; (dvi) use its commercially reasonable efforts to register or qualify the Purchaser's such Registrable Securities covered by under such other securities or blue sky laws as the Holders or underwriters reasonably request and continue such registration or qualification in effect in such jurisdictions for as long as the applicable Registration Statement may be required to be kept effective under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, this Agreement (provided that the Company shall will not for any such purpose be required to (A) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this subparagraph (v), (B) subject itself to taxation in any such jurisdiction or to (C) consent to general service of process in any such jurisdiction); (evii) list notify the Holders and each distributor of such Registrable Securities covered identified by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Holders, at any time when a Prospectus relating thereto is would be required under the Securities Act to be delivered under the Securities Actby such distributor, of the happening occurrence of any event of which the Company has knowledge as a result of which the Prospectus contained included in such Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, at the reasonable request of the Holders, prepare, as soon as practical, a supplement or amendment to such Prospectus so that, as thereafter delivered to any prospective purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (viii) in the case of an underwritten offering in which the Holders participate pursuant to a Demand Registration or a Piggyback Registration, enter into an underwriting agreement, containing customary provisions (including provisions for indemnification, lockups, opinions of counsel and comfort letters), and take all such other customary and reasonable actions as the managing underwriters of such offering may request in order to facilitate the disposition of such Registrable Securities (including, making appropriate personnel of the Company available at reasonable times and places to assist in customary road-shows that the managing underwriters determine are necessary or advisable to effect the offering); (ix) in the case of an underwritten offering in which the Holders participate pursuant to a Demand Registration or a Piggyback Registration, and to the extent not prohibited by applicable law, (A) make reasonably available, for inspection by the managing underwriters of such offering and one attorney and accountant acting for such managing underwriters, pertinent corporate documents and financial and other records of the Company and its subsidiaries and controlled Affiliates (but excluding any documents incorporated by reference in such Registration Statement, amendments or supplements that are available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (or any successor system)), (B) cause the Company’s officers and employees to supply information reasonably requested by such managing underwriters or attorney in connection with such offering, (C) make the Company’s independent accountants available for any such underwriters’ due diligence and have them provide customary comfort letters to such underwriters in connection therewith; and (D) cause the Company’s counsel to furnish customary legal opinions to such underwriters in connection therewith; provided, however, that such records and other information shall be subject to such confidential treatment as is customary for underwriters’ due diligence reviews; (x) cause all such Registrable Securities to be listed on the New York Stock Exchange or such other national securities exchange (if any) on which securities of the same class issued by the Company are then listed; (xi) provide a transfer agent, registrar and CUSIP number (if applicable) for all such Registrable Securities not later than the effective date of such Registration Statement and, at a reasonable time before any proposed sale of Registrable Securities pursuant to a Registration Statement, provide the transfer agent with printed certificates or book entry statements for, or other indicia acceptable to the transfer agent of, the Registrable Securities to be sold; (xii) make generally available to its shareholders, as soon as reasonably practicable, a consolidated earnings statement (which need not be audited) for a period of twelve (12) months beginning after the effective date of the Registration Statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy the requirements of an earning statement under Section 11(a) of the Securities Act and Rule 158 thereunder; (xiii) promptly notify each Holder and the managing underwriters of any underwritten offering, if any: (A) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or any post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (B) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding the Holders; (C) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement; and (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. (xiv) cooperate and assist in any filings required to be made with FINRA; (xv) if the Shelf Registration Statement covering Registrable Securities has been outstanding for at least three years and any Registrable Securities remain outstanding, at the end of the third year, file a new Shelf Registration Statement covering the Registrable Securities; and (xvi) take such other actions and deliver such other documents and instruments as may be reasonably requested and are necessary to facilitate the registration and disposition of Registrable Securities as contemplated hereby. For the avoidance of doubt, the provisions of clauses (viii) and (ix) of this Section 6(a) shall apply only in respect of an underwritten offering. (b) No Registration Statement (including any amendments thereto) shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading, and no Prospectus (including any supplements thereto) shall contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, except for any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in reliance on and in conformity with written information furnished to the Company by or on behalf of the Holders or any underwriter or other distributor specifically for use therein. (c) At all times after the Company has filed a Registration Statement with the SEC pursuant to the requirements of the Securities Act and until the Termination Date, the Company shall use commercially reasonable efforts to continuously maintain in effect the Registration Statement of Class A Common Stock under Section 12 of the Exchange Act and to use commercially reasonable efforts to file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, all to the extent required to enable the Holders to be eligible to sell Registrable Securities (if any) pursuant to Rule 144 under the Securities Act. (d) The Company may require each Holder and each distributor of Registrable Securities as to which any registration is being effected to, and each Holder severally and not jointly agrees to, and to cause any distributor to, furnish to the Company information regarding such Person and the distribution of such securities as the Company may from time to time reasonably request in connection with such registration. (e) The Holders agree that, upon being advised in writing by the Company of the occurrence of an event pursuant to Section 6(a)(vii), such Holders will immediately discontinue (and direct any other Persons making offers and sales of Registrable Securities to immediately discontinue) offers and sales of Registrable Securities pursuant to any Registration Statement (other than those pursuant to a plan that is in effect prior to such time and that complies with Rule 10b5-1 of the Exchange Act) until it is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 6(a)(vii), and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then existing; andin the Holders’ possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. (f) The Company may prepare and deliver an issuer free-writing prospectus (as such term is defined in Rule 405 under the Securities Act) in lieu of any supplement to a prospectus, and references herein to any “supplement” to a Prospectus shall include any such issuer free-writing prospectus. Neither the Holders nor any other seller of Registrable Securities may use a free-writing prospectus to offer or sell any such shares without the Company’s prior written consent. (g) make available for inspection by the Purchaser It is understood and agreed that any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties failure of the CompanyCompany to file a Registration Statement or any amendment or supplement thereto or to cause any such document to become or remain effective or usable within or for any particular period of time as provided in Sections 2, and cause 4 or 6 or otherwise in this Agreement, due to reasons that are not reasonably within its control (including, for the avoidance of doubt, bona fide delays related to the services to be provided by third parties including the Company's officers’s auditors or advisors), directors and employees or due to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent any refusal of the PurchaserSEC to permit a registration statement or prospectus to become or remain effective or to be used because of unresolved SEC comments thereon (or on any documents incorporated therein by reference) despite the Company’s good faith and commercially reasonable efforts to resolve those comments, shall not be a breach of this Agreement. (h) It is further understood and agreed that the Company shall not have any obligations under this Section 6 at any time on or after the Termination Date, unless an underwritten offering in which the Holders have participated has been priced but not completed prior to the Termination Date, in which event the Company’s obligations under this Section 6 shall continue with respect to such offering until it is so completed (but not more than sixty (60) days after the commencement of the offering). (i) Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to file a Registration Statement or include Regis

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities Closing Shares under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable SecuritiesClosing Shares, respond as promptly as possible to any comments received from the Commission, and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities Closing Shares covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities Closing Shares covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities ’s Closing Shares covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities Closing Shares covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. Notwithstanding anything herein to the contrary, upon written notice from the Company, the Company may require that the Holders suspend offers and sales of Closing Shares pursuant to Section 7 hereof due to the fact that (1) (a) there is material non-public information regarding the Company which the Company’s Board of Directors (the “Board”), after advice of legal counsel, reasonably determines not to be in the Company’s best interest to disclose and which the Company is not otherwise required to then disclose or (b) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction available to the Company which the Board reasonably determines would be seriously detrimental to the Company and its shareholders to then disclose, and which the Company would be required to disclose in a Registration Statement; provided that such period (a “Blackout Period”) shall end on the earlier to occur of (i) the date upon which the circumstances that give rise to the commencement of the period would no longer cause the registration and distribution of the Closing Shares to be seriously detrimental to the Company and its shareholders and (ii) such time as the Company (A) notifies the Holders that the Company will no longer delay such filing of the registration statement, (B) recommences steps to make such registration statement effective or (c) allows sales pursuant to such registration statement to resume; provided further in no event shall the aggregate Blackout Periods in any rolling 12-month period exceed 60 days in the aggregate for such 12-month period.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the The Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond securities (on such applicable form as promptly as possible the Company may in its sole discretion elect to any comments received from the Commission, use) and use its reasonable best efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect theretoperiod of the distribution contemplated thereby, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretodetermined as hereinafter provided; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period specified in subsection (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities Restricted Stock covered by the Registration Statement and to keep such Registration Statement effective until the expiration registration statement in accordance with Purchaser's intended method of the Effectiveness Perioddisposition set forth in such registration statement for such period; (c) furnish to the Purchaser such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (therein, including each preliminary Prospectus) prospectus, as the Purchaser reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities Restricted Stock covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities Restricted Stock covered by the Registration Statement such registration statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably shall request, ; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (f) use its reasonable best efforts to include or list, as the case may be, the Restricted Stock being registered on the automated quotation system of the National Association of Securities Dealers, Inc. or the principal securities exchange on which Common Stock of the Company is then quoted or listed; (g) afford Purchaser and its representative, if any, an opportunity to make such examination and inquiry into the financial position, business and affairs of the Company and its subsidiaries as Purchaser or its counsel may reasonably deem necessary to satisfy Purchaser and its counsel as to the accuracy and completeness of the registration statement; (h) deliver promptly to Purchaser copies of all correspondence between the Commission and the Company relating to the registration statement; and (gi) make available for inspection use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement (which in no event shall require the Company to commence any judicial proceeding). For purposes of Sections 4(a) and 4(b) above, the period of distribution of Restricted Stock shall be deemed to extend until the earlier of the sale of all Restricted Stock covered by the Purchaser and any attorney, accountant Registration Statement or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties seventh anniversary of the Companyeffective date thereof. In connection with registration hereunder, Purchaser will furnish to the Company in writing such information with respect to itself and cause the Company's officers, directors proposed distribution by it as shall be reasonably necessary in order to assure compliance with federal and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserapplicable state securities laws.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Sections 2.1 or 2.2 to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such a Registration Statement to become and remain effective for a period of two (2) years; provided, however, that any Registration Statement filed pursuant to Section 2.2 may be kept effective for such lesser period of time until which all Registrable Securities included thereunder are freely saleable (without restriction, except with regard to Registrable Securities held by persons deemed to be "affiliates" of the Effectiveness Period with respect thereto, and promptly provide Company) or have been disposed of pursuant to the Purchaser copies of a registration statement or all filings and Commission letters of comment relating theretotransfer restrictions or legends have otherwise been removed; (b) prepare and file with the Commission SEC such amendments to such Registration Statement and supplements to the Registration Statement and the Prospectus used in connection therewith prospectus contained therein as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until for the expiration period of the Effectiveness Periodtime described in paragraph (a) above; (c) furnish to the Purchaser Investors participating in such registration such reasonable number of copies of the such Registration Statement Statement, preliminary prospectus, final prospectus and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser such underwriters or selling shareholders may reasonably may request in order to facilitate the public sale or disposition offering of the Registrable Securities covered by the Registration Statementsuch securities; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities securities covered by the Registration Statement under the such state securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser such participating Investors may reasonably requestrequest in writing within twenty (20) days following the original filing of such Registration Statement, provided, however, except that the Company shall not for any such purpose be required to execute a general consent to service of process or to qualify generally to transact do business as a foreign corporation in any jurisdiction where wherein it is not so qualified or to consent to general service of process in any such jurisdictionqualified; (e) list in the Registrable Securities covered by event that a registration involves an underwritten offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the Registration Statement with any securities exchange on which the Common Stock of the Company is then listedmanaging underwriter or such offering; (f) immediately notify the Purchaser Investors participating in such registration, promptly, and in no event later than two (2) business days after, the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed; (g) notify such Investors promptly of any request by the SEC for the amending or supplementing the Registration Statement or prospectus or for additional information; (h) notify such Investors promptly of the Company's reasonable determination that a post-effective amendment to a Registration Statement or prospectus would be appropriate; (i) prepare and file with the SEC, promptly upon the request of any such Investors, any amendments or supplements to the Registration Statement or prospectus which, in the opinion of counsel for such Investors (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the Registrable Securities; (j) prepare and promptly file with the SEC and promptly notify such Investors of the filing of such amendment or supplement to the Registration Statement or prospectus as may be necessary to correct any statements or omissions if, at any the time when a Prospectus prospectus relating thereto to such securities is required to be delivered under the Securities Act, of the happening of any event of which shall have occurred as the Company has knowledge as a result of which the Prospectus contained in any such Registration Statement, prospectus or any other prospectus as then in effect, includes effect would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing; andin which they were made, not misleading; (gk) advise such Investors, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (l) at the request of Investors of a majority of the Registrable Securities included in the Registration Statement, furnish to the underwriters or selling shareholders on the date that the Registrable Securities are delivered to underwriters for sale in connection with a registration pursuant to this Agreement (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters and (ii) a letter dated such date, from the independent certified accountants of the Company, in form an substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (m) make available for inspection by any underwriters participating in an offering covering Registrable Securities, and the Purchaser and any attorneycounsel, accountant accountants or other agent agents retained by the Purchaserany such underwriter, all publicly available, non-confidential pertinent financial and other records, pertinent corporate documents documents, and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any such underwriters in connection with such offering; (n) to the attorneyextent the Registration Statement is not filed on Form SB-2, accountant convert such Registration Statement to Form SB-2 as soon as reasonably practicable following the Company becoming eligible to register securities on Form SB-2; (o) if the Common Stock is then listed on a national securities exchange, cause the Registrable Securities to be listed on such exchange, or if reported on Nasdaq, to be reported on Nasdaq; (p) provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the PurchaserRegistration Statement in which Registrable Securities are included; and (q) comply with all applicable rules and regulations of the Commission and make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder no later than forty five (45) days after the end of any twelve (12) month period (or ninety (90) days after the end of any twelve (12) month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company, after the effective date of the Shelf Registration Statement, which statements shall cover said twelve (12) month period.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish or make available to the Purchaser Holders such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Holders reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Holder’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Holder may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Holders at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Holders and any attorney, accountant or other agent retained by the PurchaserHolders, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorneyattorneys, accountant accountants or agent agents of the PurchaserHolders.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to use its best efforts to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement SEC a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, securities and use its best efforts to cause the Registration Statement such registration statement to become effective not later than 120 days from the date of its filing and to remain effective for the Effectiveness Period with respect theretoRequisite Period; provided, and promptly provide however, that at any time, upon written notice to the Purchaser copies participating Holders and for a period not to exceed sixty (60) days thereafter (the "Suspension Period"), the Company may delay the filing or effectiveness of all filings any registration statement or suspend the use or effectiveness of any registration statement (and Commission letters the Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that the Company may, in the absence of comment such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development the disclosure of which could reasonably be expected to have a material adverse effect upon the Company, its stockholders, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto;. In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the Requisite Period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive sixty (60) days with the consent of the Holders of a majority of the Registrable Securities registered under the applicable registration statement, which consent shall not be unreasonably withheld. If so directed by the Company, all Holders registering shares under such registration statement shall use their best efforts to 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 relating to such Registrable Securities current at the time of receipt of such notice. (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for the Requisite Period and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement in accordance with the Registration Statement and to keep intended method of disposition set forth in such Registration Statement effective until the expiration of the Effectiveness Periodregistration statement for such period; (c) furnish to the Purchaser each seller of Registrable Securities and to each underwriter such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such persons reasonably may request in order to facilitate the public sale or intended disposition of the Registrable Securities covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable best efforts (i) to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement such registration statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may sellers of Registrable Securities or, in the case of an underwritten public offering, as the managing underwriter, reasonably shall request, provided(ii) to prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements, howeverand take such other actions, as may be necessary to maintain such registration and qualification in effect at all times for the period of distribution contemplated thereby and (iii) to take such further action as may be necessary or advisable to enable the disposition of the Registrable Securities in such jurisdictions; provided that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its best efforts to list the Registrable Securities covered by the Registration Statement such registration statement with any securities exchange or automated quotation system on which the Common Stock of the Company is then listedlisted or traded, or, if the Common Stock is not then listed on a national securities exchange, use its best efforts to facilitate the reporting of the Common Stock on any securities exchange or automated quotation system; (f) immediately notify the Purchaser each seller of Registrable Securities and each underwriter under such registration statement, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statementregistration statement, as then in effect, includes an any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingexisting and promptly amend or supplement such registration statement to correct any such untrue statement or omission; (g) notify each seller of Registrable Securities of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose and make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time; (h) permit a single firm or counsel designated as selling stockholders' counsel by the Holders of a majority in interest of the Registrable Securities being registered to review the registration statement and all amendments and supplements thereto for a reasonable period of time prior to their filing and the Company shall not file any document in a form to which such counsel reasonably objects; (i) if the offering is an underwritten offering, enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are usual and customary in the securities business for such an arrangement between such underwriter and companies of the Company's size and investment stature, including, without limitation, customary indemnification and contribution provisions; (j) if the offering is an underwritten offering, at the request of any seller of Registrable Securities, use its best efforts to furnish to such seller on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) a copy of an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial or statistical information contained therein), and (C) to such other effects as reasonably may be requested by counsel for the underwriters; and (ii) a copy of a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five (5) business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request; (k) take all actions reasonably necessary to facilitate the timely preparation and delivery of certificates (not bearing any legend restricting the sale or transfer of such securities) representing the Registrable Securities to be sold pursuant to the registration statement and to enable such certificates to be in such denominations and registered in such names as the Shareholders or any underwriters may reasonably request; and (gl) make available for inspection by take all other reasonable actions necessary to expedite and facilitate the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties registration of the CompanyRegistrable Securities pursuant to the registration statement. In connection with each registration hereunder, the sellers of Registrable Securities will furnish to the Company in writing such information with respect to themselves and cause the Company's officers, directors proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserapplicable state securities laws.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. (a) If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleshall: (ai) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (bii) as expeditiously as possible prepare and file with the Commission such any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by keep the Registration Statement and to keep such Registration Statement effective until for a period of not less than nine months from the expiration of the Effectiveness Periodeffective date; (ciii) as expeditiously as possible furnish to the Purchaser Holder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, inconformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered owned by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately selling Stockholder and promptly notify the Purchaser selling stockholder at any time when a Prospectus relating thereto prospectus is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes prospectus would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (giv) make available for inspection as expeditiously as possible use its best efforts to register or qualify the Registrable Securities covered by the Purchaser Registration Statement under the securities or Blue Sky laws of such states as the selling stockholders shall reasonably request, and do any attorney, accountant and all other acts and things that may be necessary or desirable to enable the selling stockholders to consummate the public sale or other agent retained disposition in such states of the Registrable Securities owned by the Purchaserselling stockholder; provided, all publicly availablehowever, non-confidential financial and other recordsthat the Company shall no be required in connection with this Section 3(a) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (b) If the Company has delivered preliminary or final prospectuses to the Holder and, pertinent corporate documents and properties after having done so, the prospectus is amended to comply with the requirements of the CompanySecurities Act, the Company shall promptly notify the Holder and, if requested, the Holder shall immediately cease making offers of Registrable Securities and cause return all prospectuses to the Company's officers. The Company shall promptly provide the Holder with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the Holder shall be free to resume making offers of the Registrable Securities.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Laurus copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser Laurus such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Laurus reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Laurus’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Laurus may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Laurus at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Laurus and any attorney, accountant or other agent retained by the PurchaserLaurus, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserLaurus.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof pursuant to this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file as promptly as reasonably possible with the Commission a Registration Statement, on a form available to the Registration Statement Company, with respect to such Registrable Securities, respond as promptly as possible to any comments received from securities (which filing shall be made within 30 calendar days after the Commission, receipt by the Company of a Request Notice) and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide period of the distribution contemplated thereby (determined pursuant to the Purchaser copies of all filings and Commission letters of comment relating theretosubsection (g) below); (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the distribution period (determined pursuant to subsection (g) below) and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodStatement; (c) furnish to the Purchaser each Selling Holder and to each underwriter such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission) as the Purchaser such Persons may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by the such Registration Statement; (d) if applicable, use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser may Selling Holders or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request, provided, however, provided that the Company shall will not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not then required to so qualified qualify or to consent take any action which would subject it to general service of process in any such jurisdictionjurisdiction where it is not then so subject; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser each Selling Holder and each underwriter, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and as promptly as practicable amend or supplement the prospectus or take other appropriate action so that the prospectus does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; ; (f) in the case of an underwritten public offering, furnish upon request, (i) on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such Registration Statement, an opinion of counsel for the Company dated as of such date and addressed to the underwriters and to the Selling Holders, stating that such Registration Statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the Registration Statement, the related prospectus, and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations thereunder of the Commission (except that such counsel need express no opinion as to the financial statements, or any expertized schedule, report or information contained or incorporated therein) and (C) to such other effects as may reasonably be requested by counsel for the underwriters, and (ii) on the effective date of the Registration Statement and on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such Registration Statement, a letter dated such dates from the independent accountants retained by the Company, addressed to the underwriters and, if available, to the Selling Holders, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company and the schedules thereto that are included or incorporated by reference in the Registration Statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable requirements of the Securities Act and the published rules and regulations thereunder, and such letter shall additionally address such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) included in the Registration Statement in respect of which such letter is being given as the underwriters may reasonably request; (g) make available for inspection by one representative of the Purchaser Selling Holders, designated by a majority thereof, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such representative of the PurchaserSelling Holders or underwriter (the "Inspectors"), all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the CompanyCompany (collectively, the "Records"), and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any such Inspector in connection with such Registration Statement; provided, however, that with respect to any Records that are confidential, the attorney, accountant or agent Inspectors shall take such action as the Company may reasonably request in order to maintain the confidentiality of the PurchaserRecords. For purposes of subsections (a) and (b) above with respect to demand registration only, the period of distribution of Registrable Securities in a firm commitment underwritten public offering shall be deemed to extend until the earlier of (a) the date each underwriter has completed the distribution of all securities purchased by it or (b) the date 90 calendar days subsequent to the effective date of such Registration Statement, and the period of distribution of Registrable Securities in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Securities covered thereby or one year; (h) cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange on which similar securities issued by the Company are then listed; (i) use its commercially reasonable efforts to keep effective and maintain for the period specified in subsection (g) a registration, qualification, approval or listing obtained to cover the Registrable Securities as may be necessary for the Selling Holders to dispose thereof and shall from time to time amend or supplement any prospectus used in connection therewith to the extent necessary in order to comply with applicable law; (j) use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Selling Holders to consummate the disposition of such Registrable Securities; and (k) enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities. Each Selling Holder, upon receipt of notice from the Company of the happening of any event of the kind described in subsection (e) of this Section 2.3, shall forthwith discontinue disposition of the Registrable Securities until such Selling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 2.3 or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Selling Holder will, or will request the managing underwriter or underwriters, if any, to deliver to the Company (at the Company's expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice, the time periods mentioned in subsection (g) of this Section 2.3 shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each Selling Holder shall have received the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 2.3 hereof or the notice that they may resume use of the prospectus. In connection with each registration hereunder with respect to an underwritten public offering, the Company and each Selling Holder agrees to enter into a written agreement with the managing underwriter or underwriters selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between underwriters and companies of the Company's size and investment stature.

Registration Procedures. If and whenever In connection with the Company is required by the provisions hereof to effect the Company's registration of any Registrable Securities under the Securities Actobligations hereunder, the Company will, as expeditiously as possibleshall: (a) prepare Prepare and file with the Commission on or prior to the Filing Date, a Registration Statement on Form SB-2 (or if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2 such registration shall be on another appropriate form in accordance herewith) in accordance with respect to such Registrable Securities, respond the method or methods of distribution thereof as promptly as possible to any comments received from specified by the CommissionHolders (except if otherwise directed by the Holders), and use its reasonable best efforts to cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than two (2) Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the Company shall (i) furnish to the Special Counsel, copies of all such documents proposed to be filed, which documents (other than those incorporated by reference) will be subject to the review of such Special Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of Special Counsel, to conduct a reasonable investigation within the meaning of the Securities Act. Unless otherwise advised by outside counsel to the Company in its reasonable judgment, the Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Special Counsel shall reasonably object in writing within one (1) Business Day of its receipt thereof; provided, however, that Special Counsel may only object to the filing of the Registration Statement if such objection relates specifically to the Holders or may affect the timely effectiveness of the Registration Statement. (i) Prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and supplements as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than ten (10) Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Prospectus used Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; and (iv) comply in connection therewith as may be necessary to comply all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement effective until the expiration of the Effectiveness Period;as so amended or in such Prospectus as so supplemented. (c) furnish Notify any Special Counsel as promptly as possible (and, in the case of (i)(A) below, not less than two (2) days prior to such filing) (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to the Purchaser Registration Statement is filed; (B) when the Commission notifies the Company whether there will be a "review" of such number Registration Statement and whenever the Commission comments in writing on such Registration Statement and (C) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of copies any request by the Commission or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event that makes any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, Prospectus or other documents so that, in the case of the Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of, (i) any order suspending the effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (e) If requested by the Holders of a majority in interest of the Registrable Securities, (i) promptly incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the Company reasonably agrees should be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment. (f) Furnish to each Holder and any Special Counsel, without charge, at least one conformed copy of each Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission. (g) The Company hereby consents to the use of any Prospectus and each preliminary Prospectus) as amendment or supplement thereto by each of the Purchaser reasonably may request to facilitate selling Holders in connection with the public offering and sale or disposition of the Registrable Securities covered by the Registration Statement;such Prospectus and any amendment or supplement thereto. (dh) Prior to any public offering of Registrable Securities, use its commercially reasonable best efforts to register or qualify or cooperate with the Purchaser's selling Holders and any Special Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities covered by the Registration Statement for offer and sale under the securities or "blue sky" Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Purchaser may reasonably request, Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Registration Statement; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not then so qualified or to consent take any action that would subject it to general service of process in any such jurisdiction;jurisdiction where it is not then so subject or subject the Company to any material tax in any such jurisdiction where it is not then so subject. (ei) list Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities covered to be sold pursuant to a Registration Statement, which certificates shall be free of all restrictive legends so long as the Holder has complied with all applicable securities laws in connection with such sale, including the prospectus delivery requirements, and to enable such Registrable Securities to be in such denominations and registered in such names as any Holder may request in writing at least two (2) Business Days prior to any sale of Registrable Securities. (j) Upon the occurrence of any event contemplated by Section 3(c)(vi), as promptly as possible, prepare a supplement or amendment, including a post-effective amendment, to the Registration Statement with or a supplement to the related Prospectus or any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required document incorporated or deemed to be delivered under the Securities Actincorporated therein by reference, of the happening of and file any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statementother required document so that, as then in effectthereafter delivered, includes neither the Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing; andunder which they were made, not misleading. (gk) make available for inspection Use its reasonable best efforts to cause all Registrable Securities relating to the Registration Statement to be listed on the OTC Bulletin Board or any other securities exchange, quotation system or market, if any, on which similar securities issued by the Purchaser Company are then listed as and when required pursuant to the Purchase Agreement. (l) Comply in all material respects with all applicable rules and regulations of the Commission and make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 not later than 45 days after the end of any attorney12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company after the effective date of the Registration Statement, accountant which statement shall conform to the requirements of Rule 158. (m) The Company may require each selling Holder to furnish to the Company information regarding such Holder and the distribution of such Registrable Securities as is required by law to be disclosed in the Registration Statement, and the Company may exclude from such registration the Registrable Securities of any such Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request. If the Registration Statement refers to any Holder by name or other agent retained by otherwise as the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties holder of any securities of the Company, then such Holder shall have the right to require (if such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force) the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required. Each Holder covenants and cause agrees that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence 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), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3(j), or until it is advised in writing (the "Advice") by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (n) If (i) there is material non-public information regarding the Company which the Company's officersBoard of Directors (the "Board") reasonably determines not to be in the Company's best interest to disclose and which the Company is not otherwise required to disclose, directors and employees or (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to supply all publicly availablethe Company which the Board reasonably determines not to be in the Company's best interest to disclose, non-confidential information reasonably requested by then the attorneyCompany may (x) postpone or suspend filing of a registration statement for a period not to exceed 30 consecutive days or (y) postpone or suspend effectiveness of a registration statement for a period not to exceed 20 consecutive days; provided that the Company may not postpone or suspend effectiveness of a registration statement under this Section 3(n) for more than 45 days in the aggregate during any 12 month period; provided, accountant however, that no such postponement or agent suspension shall be permitted for consecutive 20 day periods arising out of the Purchasersame set of facts, circumstances or transactions.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any the Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement SEC a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, securities and use its best efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect theretoperiod of the distribution contemplated thereby (determined as herein provided), and promptly provide to the Purchaser copies of all filings and Commission SEC letters of comment relating theretocomment; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with keep such registration statement effective until the provisions earlier date of when: (i) all Registrable Securities have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act with respect and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the disposition of all Registrable Securities covered by Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Registration Statement Company's transfer agent and to keep such Registration Statement effective until the expiration of affected Holders (the "Effectiveness Period"); (c) furnish to the Purchaser such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities securities covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement such registration statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably requestrequests, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly publicly-available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly publicly-available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation or subject itself to taxation in any jurisdiction where it is not so qualified or subject or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possiblewill use its best efforts to within 90 days after the date hereof: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the each Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the each Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the such Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the each Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the such Purchaser may reasonably request, ; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the each Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the each Purchaser and any attorney, accountant or other agent retained by the such Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the such Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best commercially reasonable efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any national securities exchange or the National or SmallCap Market of The Nasdaq Stock Market, Inc. or the NASD OTC Bulletin Board or the National Quotation Bureau’s Pink Sheets on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever (a) Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement or have initiated a Shelf Offering, the Company is required by the provisions hereof shall use its reasonable best efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible (unless waived by the holders of a majority of the Registrable Securities participating in such registration): (i) in accordance with the Securities ActAct and all applicable rules and regulations promulgated thereunder, prepare and file with the SEC a registration statement on the applicable form, and all amendments and supplements thereto and related prospectuses, with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company willshall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, as expeditiously as possible:which documents shall be subject to the review and comment of such counsel); (aii) notify each holder of Registrable Securities of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (C) the effectiveness of each registration statement filed hereunder; (iii) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters for such Public Offering that a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during such period in accordance with the Registration Statement and to keep intended methods of disposition by the sellers thereof set forth in such Registration Statement effective until the expiration of the Effectiveness Periodregistration statement; (civ) furnish to the Purchaser each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the Registration Statement and the Prospectus prospectus included therein in such registration statement (including each preliminary Prospectus) prospectus and supplement thereto), each Free Writing Prospectus and such other documents as the Purchaser such seller may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration Statementsuch seller; (dv) use its commercially reasonable best efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the such other securities or "blue sky" sky laws of such jurisdictions within as any seller reasonably requests and do any and all other acts and things that may be reasonably necessary or advisable to enable such seller to consummate the United States as disposition in such jurisdictions of the Purchaser may reasonably request, provided, however, Registrable Securities owned by such seller (provided that the Company shall not for any such purpose be required to (A) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this subparagraph or to (B) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction); (evi) list the notify each seller of such Registrable Securities covered (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the Registration Statement with any securities exchange on which SEC for the Common Stock amendment or supplementing of the Company is then listed; such registration statement or prospectus or for additional information, and (fC) immediately notify the Purchaser promptly at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existing; under which they were made, not misleading, and, subject to Section 2(f), at the request of any such seller, the Company shall use its reasonable best efforts to prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (gvii) use reasonable best efforts to cause all such Registrable Securities that have been sold pursuant to a registration statement effected under this Agreement and not already listed to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities with FINRA; (viii) use reasonable best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; (ix) enter into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split, combination of shares, recapitalization or reorganization); (x) make available for inspection by the Purchaser any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the Purchaserany such seller or underwriter, all publicly available, non-confidential financial and other records, pertinent corporate and business documents and properties of the CompanyCompany as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors directors, employees, agents, representatives and employees independent accountants to supply all publicly available, non-confidential information reasonably requested by the any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and disposition of such Registrable Securities pursuant thereto; (xi) take all reasonable actions to ensure that any Free Writing Prospectus utilized in connection with any offer and sale of Registrable Securities pursuant to any Demand Registration (including any Shelf Registration) or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the Purchasercircumstances under which they were made, not misleading; (xii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act; (xiii) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, in each case, within the meaning of the Securities Act in connection with any offer and sale thereof, to participate in the preparation of such registration or comparable statement and to allow such holder to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such holder and its counsel should be included; (xiv) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the registration or qualification of any Class A Shares included in such registration statement for sale in any jurisdiction, use reasonable best efforts promptly to obtain the withdrawal of such order; (xv) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; (xvi) cooperate with the holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends), if applicable, representing securities to be sold under the registration statement, or the removal of any restrictive legends associated with any account at which such securities are held and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such holders may request; (xvii) cooperate with each holder of Registrable Securities covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA; (xviii) use its reasonable best efforts to make available the executive officers of the Company to participate with the holders of Registrable Securities and any underwriters in any “road shows” or other selling efforts that may be reasonably requested by the holders in connection with the methods of distribution for the Registrable Securities; (xix) use its reasonable best efforts to obtain one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as any underwriters or agents, if any, or the holders of a majority of the Registrable Securities being sold reasonably request; (xx) use its reasonable best efforts to provide a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement and, if such registration includes an underwritten Public Offering, dated the date of the closing under the underwriting agreement, in each case, in customary form and covering such matters of the type customarily covered by legal opinions of such nature, which opinion shall be addressed to the underwriters and the holders of such Registrable Securities; (xxi) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective; (xxii) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and (xxiii) if an Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective (including by filing a new Shelf Registration Statement, if necessary) until the earlier of (A) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (B) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. (b) Any officer of the Company who is a holder of Registrable Securities agrees that if and for so long as he or she is employed by the Company or any Subsidiary thereof, he or she shall participate fully in the sale process of any Registrable Securities pursuant to this Agreement in a manner customary for persons in like positions and consistent with his or her other duties with the Company, including the preparation of the registration statement and the preparation and presentation of any road shows. (c) If the Company files any Automatic Shelf Registration Statement for the benefit of the holders of any of its securities other than the holders of Registrable Securities, and the holders of Parthenon Investor Registrable Securities or the holders of ▇▇▇▇▇ Investor Registrable Securities do not request that their Registrable Securities be included in such Shelf Registration Statement, the Company agrees that, at the request of the holders of a majority of the Parthenon Investor Registrable Securities or the holders of a majority of the ▇▇▇▇▇ Investor Registrable Securities, the Company shall include in such Automatic Shelf Registration Statement such disclosures as may be required by Rule 430B in order to ensure that the holders of Parthenon Investor Registrable Securities or the holders of ▇▇▇▇▇ Investor Registrable Securities, as applicable, may be added to such Shelf Registration Statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment. (d) The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. (e) If a Parthenon Investor, a ▇▇▇▇▇ Investor or any of their respective Affiliates seek to effectuate an in-kind distribution of all or part of their respective Registrable Securities to their respective direct or indirect equityholders, the Company shall, subject to any applicable lock-ups, work with the foregoing persons to facilitate such in-kind distribution in the manner reasonably requested.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possiblepractical: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible feasible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Investor such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Investor reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Investor’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Investor may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser Investor at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions of Section 2 hereof to effect use its commercially reasonable efforts to affect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, securities and use its reasonable best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoin an expeditious manner; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective during the Effectiveness Period and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until in accordance with the expiration intended method of the Effectiveness Perioddisposition set forth in such Registration Statement for such period; (c) furnish to the Purchaser each seller of Registrable Securities and to each underwriter such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such persons reasonably may request in order to facilitate the public sale or intended disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts (i) to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may sellers of Registrable Securities or, in the case of an underwritten public offering, the managing underwriter, reasonably shall request, (ii) to prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements, and take such other actions, as may be necessary to maintain such registration and qualification in effect at all times for the period of distribution contemplated thereby and (iii) to take such further action as may be necessary or advisable to enable the disposition of the Registrable Securities in such jurisdictions, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its commercially reasonable efforts to list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser each seller of Registrable Securities and each underwriter under such Registration Statement, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, as then in effect, includes an any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingexisting and promptly amend or supplement such Registration Statement to correct any such untrue statement or omission; (g) promptly notify each seller of Registrable Securities of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose and make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time; (h) if the offering is an underwritten offering, enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are usual and customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature, including, without limitation, customary indemnification and contribution provisions; (i) if the offering is an underwritten offering, at the request of any seller of Registrable Securities, use its commercially reasonable efforts to furnish to such seller on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) a copy of an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters, stating that such Registration Statement has become effective under the Securities Act and that (A) to the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the Registration Statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial or statistical information contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters; and (ii) a copy of a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the Registration Statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request; (j) take all actions reasonably necessary to facilitate the timely preparation and delivery of certificates (not bearing any legend restricting the sale or transfer of such securities) representing the Registrable Securities to be sold pursuant to the Registration Statement and to enable such certificates to be in such denominations and registered in such names as the Investor or any underwriters may reasonably request; and (gk) make available for inspection by take all other reasonable actions necessary to expedite and facilitate the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties registration of the Company, and cause Registrable Securities pursuant to the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserRegistration Statement.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Laurus copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser Laurus such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Laurus reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Laurus’ Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Laurus may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Laurus at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Laurus and any attorney, accountant or other agent retained by the PurchaserLaurus, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserLaurus.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any the Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement SEC a registration statement with respect to such Registrable Securitiessecurities, respond as promptly as possible respond to any comments received from the Commission, SEC and use its best efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect theretoperiod of the distribution contemplated thereby (determined as herein provided), and promptly provide to the Purchaser copies of all filings and Commission SEC letters of comment relating theretocomment; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement registration statement and to keep such Registration Statement registration statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities securities covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement such registration statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably requestPurchaser, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available on reasonable notice for inspection during normal business hours by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserPurchaser for the purpose of effecting the registration of the Registrable Securities pursuant to this Agreement.

Registration Procedures. If (a) The Company shall: (i) furnish to the Shareholders, without charge, at least one signed copy of the Registration Statement and whenever any post-effective amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including those incorporated by reference); (ii) deliver to the Shareholders, without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as they may reasonably request, but only while the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (biii) prepare and file prior to any public offering of Registrable Securities, register or qualify or cooperate with the Commission such amendments Shareholders and supplements to the Registration Statement and the Prospectus used their respective counsel in connection therewith as may be necessary to comply with the provisions registration or qualification of the Securities Act with respect to the disposition of all Registrable Securities covered by for offer and sale under the Registration Statement and to keep such Registration Statement effective until the expiration securities laws of the Effectiveness Period; various states (cthe "Blue Sky Laws") furnish and do any and all other acts or things reasonably necessary or advisable to effect the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale registration or disposition qualification of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify Statement in the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, various states; provided, however, that in no event shall the Company shall not for any such purpose be required obligated to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not so now qualified or to consent take any action which would subject it to general taxation or service of process in suits other than those arising out of the offer or sale of the securities covered by such Registration Statement in any such jurisdictionjurisdictions where it is not now so subject; (eiv) list cooperate with the Shareholders to prepare and deliver timely certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and issue the Registrable Securities covered by in the Registration Statement with denominations and register them in the names the Shareholders may request at least two (2) business days prior to any securities exchange on which the Common Stock sale of the Company is then listedRegistrable Securities; (fv) immediately notify the Purchaser at any time when use its best efforts to cause a Prospectus relating thereto is required Notification Form for Listing of Additional Shares to be delivered under filed with The Nasdaq Stock Market with respect to the Registrable Securities Act, of being registered or to cause similar required forms to be filed with the happening of any event of market on which similar securities issued by the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as are then in effect, includes an untrue statement of a material fact listed or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingtraded; and (gvi) make available for inspection by to the Purchaser Shareholders and any attorney, attorney or accountant or other agent retained by the Purchaser, Shareholders for inspection all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly availableinformation that the participating Shareholders, non-the Shareholders' representatives, attorneys or accountants may reasonably request in connection with the registration; provided, that such Persons shall keep confidential any records, information reasonably requested by or documents that the attorney, accountant Company designates as confidential unless a court or agent administrative agency requires the disclosure of the Purchaserrecords, information or documents. (b) Each of the Shareholders agrees to furnish the Company with any information regarding the Shareholders and the distribution of the Registrable Securities as the Company may from time to time reasonably request. (c) The Shareholders agree that, upon receipt of any notice from the Company of the happening of any of the following: (i) the SEC's issuance of any stop order denying or suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose, (ii) the Company's receipt of any stop order denying registration or suspending the qualification of the Registrable Securities for sale or the initiation or threatening of any proceeding for such purpose, or (iii) the happening of any event which makes any statement made in the Registration Statement, the Prospectus or any document incorporated by reference therein untrue or which requires any change in the Registration Statement, the Prospectus or any document incorporated by reference therein to make the statements not include an untrue statement of material fact or not omit any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, the Shareholders shall discontinue the disposition of Registrable Securities until the Shareholders receive a supplemented or amended Prospectus from the Company or until the Company advises the Shareholders in writing that the participating Shareholders may resume the use of the Prospectus, and have received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus. If the Company so directs, the Shareholders will deliver to the Company all copies, other than permanent file copies then in the Shareholders' possession, of the Prospectus covering the Registrable Securities at the time the Shareholders received the notice.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, promptly respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever In connection with the Company is required by the provisions hereof to effect the Company's registration of any Registrable Securities under the Securities Actobligations hereunder, the Company will, as expeditiously as possibleshall: (a) In accordance with the Securities Act and the rules and regulations of the SEC, prepare and file with the Commission the SEC a Registration Statement in the form of an appropriate registration statement with respect to such the Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the such Registration Statement to become and remain continuously effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (cb) furnish Furnish to the Purchaser each Holder participating in such registration (each of such Persons being referred to herein as a "Participant" in such registration) such reasonable number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) and such other documents as the Purchaser such Participant may reasonably may request in order to facilitate the public sale or disposition offering of the Registrable Securities covered by the Registration StatementSecurities; (dc) use Use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the such state securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser such Participants may reasonably request, ; provided, however, that the Company shall not for be obligated to file any such purpose be required general consent to service of process or to qualify generally to transact business as a foreign corporation in any jurisdiction where in which it is not so qualified or to consent subject itself to general service of process taxation in connection with any such jurisdictionregistration or qualification of such Securities; (d) Notify the Participants in such registration, promptly after it shall receive notice thereof, of the date and time when such Registration Statement and each post-effective amendment thereto has become effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed; (e) list Notify the Registrable Securities covered Participants in such registration promptly of any request by the SEC for the amending or supplementing of such Registration Statement with any securities exchange on which the Common Stock of the Company is then listedor Prospectus or for additional information; (f) immediately Prepare and file with the SEC, promptly upon the request of any Participant in such registration, the Registration Statement and any amendments or supplements to such Registration Statement or Prospectus that, in the reasonable opinion of counsel for such Participants, is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the Securities by such Participants or to otherwise comply with the requirements of the Securities Act and such rules and regulations; (g) Prepare and promptly file with the SEC and promptly notify the Purchaser Participants in such registration of the filing of such amendments or supplements to such Registration Statement or Prospectus as may be necessary to correct any statements or omissions if, at any the time when a Prospectus relating thereto to such Securities is required to be delivered under the Securities Act, of the happening of any event of which has occurred as the Company has knowledge as a result of which the any such Prospectus contained in such Registration Statement, as or any other Prospectus then in effect, includes effect may include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; (h) Advise the Participants in light such registration, promptly after it shall receive notice or obtain knowledge thereof, of the circumstances then existing; andissuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (gi) Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make generally available for inspection by to the Purchaser and Company's security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any attorneytwelve (12) month period (or ninety (90) days, accountant or other agent retained by if such a period is a fiscal year) beginning with the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties first month of the Company's first fiscal quarter commencing after the effective date of a Registration Statement; (j) Not file any amendment or supplement to such Registration Statement or Prospectus to which a majority in interest of the Participants in such registration has reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, and cause after having been furnished with a copy thereof at least three (3) business days prior to the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested filing thereof unless the Company shall have been advised in writing by its counsel that such amendment is required under the Securities Act or the rules or regulations adopted thereunder in connection with the distribution of Securities by the attorney, accountant Company or agent of the PurchaserParticipants.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever Whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly upon request provide to the Purchaser Holders copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish Period applicable to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (dc) use its commercially reasonable efforts to register or qualify the Purchaser's Holder’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Holder may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (ed) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed;listed (if applicable); and (fe) immediately notify the Purchaser Holders at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever (a) Whenever the Company is required by the provisions hereof to effect the registration of Investor requests that any Registrable Securities under the Securities ActShares be registered pursuant to this Agreement, the Company willshall use reasonable best efforts to effect, as expeditiously soon as possiblepractical as provided herein, the registration and the sale of such Registrable Shares in accordance with the intended methods of disposition thereof, and, pursuant thereto, the Company shall, as soon as practical as provided herein: (ai) subject to the other provisions of this Agreement, use commercially reasonable efforts to prepare and file with the Commission the SEC a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto(unless it is automatically effective upon filing); (bii) use commercially reasonable efforts to prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions applicable requirements of the Securities Act and to keep such Registration Statement effective for the relevant period required hereunder, but no longer than is necessary to complete the distribution of the Shares covered by such Registration Statement, and to comply with the applicable requirements of the Securities Act with respect to the disposition of all Registrable Securities the Shares covered by the Registration Statement and to keep such Registration Statement effective until during such period in accordance with the expiration intended methods of the Effectiveness Perioddisposition set forth in such Registration Statement; (ciii) furnish use commercially reasonable efforts to obtain the Purchaser withdrawal of any order suspending the effectiveness of any Registration Statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Shares for sale in any jurisdiction in the United States; (iv) deliver, without charge, such number of copies of the Registration Statement preliminary and the final Prospectus included therein (including each preliminary Prospectus) and any supplement thereto as the Purchaser Investor may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities Shares of the Investor covered by such Registration Statement in conformity with the Registration Statementrequirements of the Securities Act; (dv) use its commercially reasonable efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement Shares under the such other securities or "blue sky" sky laws of such U.S. jurisdictions within the United States as the Purchaser Investor reasonably requests and continue such registration or qualification in effect in such jurisdictions for as long as the applicable Registration Statement may reasonably request, provided, however, be required to be kept effective under this Agreement (provided that the Company shall will not for any such purpose be required to (I) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this subparagraph (v), (II) subject itself to taxation in any such jurisdiction or to (III) consent to general service of process in any such jurisdiction); (evi) list notify the Investor and each distributor of such Registrable Securities covered Shares identified by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Investor, at any time when a Prospectus relating thereto is would be required under the Securities Act to be delivered under the Securities Actby such distributor, of the happening occurrence of any event of which the Company has knowledge as a result of which the Prospectus contained included in such Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, at the request of the Investor, the Company shall use commercially reasonable efforts to prepare, as soon as practical, a supplement or amendment to such Prospectus so that, as thereafter delivered to any prospective purchasers of such Registrable Shares, such Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (vii) in the case of an underwritten offering in which the Investor participates pursuant to a Demand Registration, a Piggyback Registration or an S-3 Shelf Registration, enter into a customary underwriting agreement on market terms and take all such other customary and reasonable actions as the managing underwriters of such offering may request in order to facilitate the disposition of such Registrable Shares (including, making members of senior management of the Company available at reasonable times and places to participate in “road-shows” that the managing underwriter determines are necessary to effect the offering); (viii) in the case of an underwritten offering in which the Investor participates pursuant to a Demand Registration, a Piggyback Registration or an S-3 Shelf Registration, and to the extent not prohibited by applicable law, (A) make reasonably available, for inspection by the managing underwriters of such offering and one attorney and accountant acting for such managing underwriters, pertinent corporate documents and financial and other records of the Company and its subsidiaries and controlled Affiliates, (B) cause the Company’s officers and employees to supply information reasonably requested by such managing underwriters or attorney in connection with such offering, (C) make the Company’s independent accountants available for any such managing underwriters’ due diligence and have them provide customary comfort letters to such underwriters in connection therewith; and (D) cause the Company’s counsel to furnish customary legal opinions to such underwriters in connection therewith; provided, however, that such records and other information shall be subject to such confidential treatment as is customary for underwriters’ due diligence reviews; (ix) use reasonable best efforts to cause all such Registrable Shares to be listed on each primary securities exchange (if any) on which securities of the same class issued by the Company are then listed; (x) provide a transfer agent and registrar for all such Registrable Shares not later than the effective date of such Registration Statement and, a reasonable time before any proposed sale of Registrable Shares pursuant to a Registration Statement, provide the transfer agent with printed certificates for the Registrable Shares to be sold, subject to the provisions of Section 11; and (xi) promptly notify the Investor and the managing underwriters of any underwritten offering, if any: (1) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or any post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (2) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding the Investor; (3) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement; and (4) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Shares for sale under the applicable securities or blue sky laws of any jurisdiction. For the avoidance of doubt, the provisions of clauses (vii), (viii) and (xi) of this Section 7(a) shall apply only in respect of an underwritten offering and only if (based on market prices at the time the offering is requested by the Investor) the number of Registrable Shares to be sold in the offering would reasonably be expected to yield gross proceeds to the Investor of at least the Minimum Amount. (b) No Registration Statement (including any amendments thereto) shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading, and no Prospectus (including any supplements thereto) shall contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, except for any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in reliance on and in conformity with written information furnished to the Company by or on behalf of the Investor or any other selling shareholder, underwriter or other distributor specifically for use therein. (c) At all times after the Company has filed a registration statement with the SEC pursuant to the requirements of the Securities Act and until the Termination Date, the Company shall use reasonable best efforts to continuously maintain in effect the registration statement of its common stock under Section 12 of the Exchange Act and to use commercially reasonable efforts to file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, all to the extent required to enable the Investor to be eligible to sell Registrable Shares (if any) pursuant to Rule 144 under the Securities Act. (d) The Company may require the Investor and each other selling shareholder and other distributor of Registrable Shares as to which any registration is being effected to furnish to the Company information regarding such Person and the distribution of such securities as the Company may from time to time reasonably request in connection with such registration. (e) The Investor agrees by having its Shares treated as Registrable Shares hereunder that, upon being advised in writing by the Company of the occurrence of an event pursuant to Section 7(a)(vi), the Investor will immediately discontinue (and direct any other Persons making offers and sales of Registrable Shares to immediately discontinue) offers and sales of Registrable Shares pursuant to any Registration Statement (other than those pursuant to a plan that is in effect prior to such time and that complies with Rule 10b5-1 of the Exchange Act) until it is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 7(a)(vi), and, if so directed by the Company, the Investor will deliver to the Company all copies, other than permanent file copies then existing; andin the Investor’s possession, of the Prospectus covering such Registrable Shares current at the time of receipt of such notice. (f) The Company may prepare and deliver an issuer free-writing prospectus (as such term is defined in Rule 405 under the Securities Act) in lieu of any supplement to a prospectus, and references herein to any “supplement” to a Prospectus shall include any such issuer free-writing prospectus. Neither the Investor nor any other seller of Registrable Shares may use a free-writing prospectus to offer or sell any such shares without the Company’s prior written consent. (g) make available It is understood and agreed that any failure of the Company to file a registration statement or any amendment or supplement thereto or to cause any such document to become or remain effective or usable within or for inspection any particular period of time as provided in Section 2, 4 or 7 or otherwise in this Agreement, due to reasons that are not reasonably within its control, or due to any refusal of the SEC to permit a registration statement or prospectus to become or remain effective or to be used because of unresolved SEC comments thereon (or on any documents incorporated therein by reference) despite the Company’s good faith and reasonable best efforts to resolve those comments, shall not be a breach of this Agreement. (h) It is further understood and agreed that the Company shall not have any obligations under this Section 7 at any time on or after the Termination Date, unless an underwritten offering in which the Investor participates has been priced but not completed prior to the Termination Date, in which event the Company’s obligations under this Section 7 shall continue with respect to such offering until it is so completed (but not more than 60 days after the commencement of the offering). (i) Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to file a Registration Statement or include Registrable Shares in a Registration Statement unless it has received from the Investor, at least five days prior to the anticipated filing date of the Registration Statement, requested information required to be provided by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserInvestor for inclusion therein.

Registration Procedures. If and whenever When the Company is required by Company, pursuant to the provisions hereof of this Agreement, uses its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities ActAct as provided in this Agreement, the Company willshall, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement on Form S-3, to the extent permitted, or, if not permitted, on such other available form for the disposition of Registrable Securities in accordance with respect the intended method of disposition thereof (provided such intended method of distribution shall not include an underwritten public offering), which form shall be available for the sale of the Registrable Securities by the selling Purchasers thereof and such Registration Statement shall comply as to such Registrable Securities, respond as promptly as possible form in all material respects with the requirements of the applicable form and include all financial statements required by the Commission to any comments received from the Commissionbe filed therewith, and the Company shall use its reasonable best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect (provided, however, that before filing a Registration Statement or prospectus or any amendments or supplements thereto, and promptly provide or comparable statements under securities or blue sky laws of any jurisdiction, the Company will furnish to one counsel designated by the Purchaser holders of a majority of the Registrable Securities (the “Designated Counsel”) participating in the planned offering, copies of all filings such documents proposed to be filed (including all exhibits thereto but excluding Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Commission letters Current Reports on Form 8-K and any similar or successor reports), which documents will be subject to the reasonable review and reasonable comment of comment relating theretosuch counsel; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for such period as any seller of Registrable Securities pursuant to such Registration Statement shall reasonably request and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until in accordance with the expiration intended methods of disposition (provided such intended method of distribution shall not include an underwritten public offering) by the Effectiveness Periodseller or sellers thereof as set forth in such Registration Statement; (c) furnish furnish, without charge and upon request, to the Purchaser each seller of such Registrable Securities covered by such Registration Statement such number of copies of the such Registration Statement Statement, each amendment and supplement thereto (in each case including all exhibits), and the Prospectus prospectus included therein in such registration statement (including each preliminary Prospectusprospectus) in conformity with the requirements of the Securities Act, and other documents, as the Purchaser such seller may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller (the Company hereby consenting to the use in accordance with all applicable law of each such Registration Statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto) by each such seller of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by the such Registration StatementStatement or prospectus; (d) use its commercially reasonable best efforts to register or qualify and qualify, unless an exemption from registration and qualification applies, the Purchaser's resale by Purchasers of the Registrable Securities covered by the such Registration Statement under the such other applicable securities or "“blue sky" ” laws of such all applicable jurisdictions within in the United States as States, and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers or underwriter, if any, to consummate the Purchaser may reasonably requestdisposition of the Registrable Securities in such jurisdictions, provided, however, except that in no event shall the Company shall not for any such purpose be required to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not would not, but for the requirements of this paragraph (d), be required to be so qualified qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction; (e) list the promptly notify each Purchaser selling Registrable Securities covered by such Registration Statement: (i) when the Registration Statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or state securities exchange on which authority for amendments or supplements to the Common Stock Registration Statement or the prospectus related thereto or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company is then listed; (f) immediately notify of any notification with respect to the Purchaser at suspension of the qualification of any time when a Prospectus relating thereto is required to be delivered Registrable Securities for sale under the Securities Act, securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and (v) of the happening existence of any event fact of which the Company has knowledge as a result of becomes aware which results in the Prospectus contained in such Registration Statement, as then in effect, includes the prospectus related thereto or any document incorporated therein by reference containing an untrue statement of a material fact or omits omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading (provided that in no event shall such notification contain any material, non-public information); and, subject to Section 2.3 (m), if the notification relates to an event described in clause (v), the Company shall promptly prepare and furnish to each such seller a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the Purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; andunder which they were made not misleading; (f) make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under the Securities Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the effective date of a Registration Statement; (g) use its reasonable best efforts to cause all such Registrable Securities covered by such registration statement to be listed on the principal securities exchange on which similar securities issued by the Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) if no similar securities are then so listed, use reasonable best efforts to cause all such Registrable Securities to be, at the Company’s option, listed on a national securities exchange or, as a NASDAQ security within the meaning of Rule 11Aa2-1 promulgated by the Commission pursuant to the Exchange Act or, failing that, secure NASDAQ authorization for such shares and without limiting the generality of the foregoing, take all actions that may be required by the Company as the issuer of such Registrable Securities in order to facilitate the registration of at least two market makers as such with respect to such shares with the National Association of Securities Dealers, Inc. (the “NASD”); (h) at the reasonable request of any Purchaser, the Company shall furnish to such Purchaser, not later than the next business day following the date of the effectiveness of the Registration Statement, an opinion from the Company’s General Counsel in customary form covering such matters as are customarily covered by such opinions, addressed to such Purchaser; (i) deliver to the Designated Counsel copies of all correspondence between the Commission and the Company, its counsel or auditors or with the Commission or its staff with respect to the Registration Statement, other than those portions of any such correspondence and memoranda which contain information subject to attorney-client privilege with respect to the Company, and, upon receipt of such confidentiality agreements as the Company may reasonably request, make reasonably available for inspection by (i) any seller of such Registrable Securities covered by such registration statement, (ii) the Purchaser Designated Counsel and any attorney, accountant (iii) one firm of accountants or other agent retained agents designated by the Purchasermajority of the Purchasers whose Registrable Securities are included in the registration statement, all publicly available, non-confidential pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any such persons or entities, in connection with such Registration Statement; (j) use its reasonable best efforts to obtain the attorney, accountant or agent withdrawal of any order suspending the effectiveness of the registration statement; (k) cooperate with the selling Purchasers of Registrable Securities to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the instructions of the selling Purchasers of Registrable Securities, at least three business days prior to any sale of Registrable Securities; (l) take all such other commercially reasonable actions as the Company deems necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities in accordance with this Agreement; and (m) notwithstanding anything to the contrary herein, at any time after the Registration Statement has been declared effective by the Commission, the Company may delay the disclosure of material non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company and its counsel, in the best interest of the Company and, based upon the advice of counsel to the Company, otherwise required (a “Grace Period”); provided, that the Company shall promptly (i) notify the Purchasers in writing of the existence of material non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such material non-public information to any Purchaser without such Purchaser’s written consent) and the date on which the Grace Period will begin, and (ii) notify each Purchaser in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed fifteen (15) consecutive days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of sixty (60) days and the first day of any Grace Period must be at least five (5) trading days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Purchasers receive the notice referred to in clause (i) and shall end on and include the later of the date the Purchasers receive the notice referred to in clause (ii), the last day on which such Grace Period will be on Allowable Grace Period and (iii) the date referred to in such notice. The provisions of the last clause of Section 2.3 (e) hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by the last clause of Section 2.3 (e) with respect to the information giving rise thereto unless such material non-public information is no longer applicable. It shall be a condition precedent to the Company’s obligations under this Section 2 that each seller of Registrable Securities as to which any registration is being effected furnish the Company (in a timely manner, but in any event within five (5) calendar days of written request by the Company) such information regarding such seller, the Registrable Securities held by it and the intended method of distribution of such securities as the Company may from time to time reasonably request, provided that such information shall be used only in connection with such registration. For the avoidance of doubt, the Company shall not be liable for liquidated damages pursuant to Section 2 hereof to a Purchaser to the extent that the failure to meet the Filing Deadline or the Effectiveness Deadline relates to the failure of such Purchaser of Registrable Securities to provide, in a timely manner, information reasonably requested in writing by the Company. Each Purchaser, by such Purchaser’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder unless such Purchaser has notified the Company in writing of such Purchaser’s election to exclude all of such Purchaser’s Registrable Securities from such Registration Statement. Each Purchaser of Registrable Securities agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (v) of paragraph (e) of this Section 2.3, such Purchaser will immediately discontinue such Purchaser’s disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.3 and if so directed by the Company will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Purchaser’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice.

Registration Procedures. If and whenever In the case of such registration, qualification or compliance effected by the Company is required by pursuant to this Section 8, the provisions hereof to effect the registration Company will keep each holder of any Registrable Securities under participating therein advised in writing as to the Securities Actinitial filing of each registration, qualification and compliance and as to the completion thereof. At its expense, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect keep such registration, qualification or compliance pursuant to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain Sections 8.1 or 8.2 effective for a period of 180 days or until the Effectiveness Period with respect holders of Registrable Securities participating therein have completed the distribution described in the registration statement relating thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretowhichever occurs first; (b) prepare furnish such number of prospectuses and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith other documents incident thereto as may be necessary to comply with the provisions a holder of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and participating therein from time to keep such Registration Statement effective until the expiration of the Effectiveness Periodtime may reasonably request; (c) furnish to make available, upon reasonable notice and during business hours, for inspection by the Purchaser such number of copies managing underwriter all financial and other records, pertinent corporate documents, agreements and properties of the Registration Statement Company as shall be reasonably necessary to enable such managing underwriter to exercise its due diligence responsibilities, and cause the Prospectus included therein (including each preliminary Prospectus) as Company's officers, directors and employees to supply all information reasonably requested by such managing underwriter in connection with the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statementregistration; (d) use its commercially reasonable efforts to register or qualify during the Purchaser's Registrable Securities covered by period when the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto registration is required to be delivered under effective, notify the holders of the Registrable Securities Act, participating in the registration of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes the registration statement contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and the Company will forthwith prepare a supplement or amendment to such prospectus or take other appropriate action so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement or a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) cause such Registrable Securities included in light of the circumstances registration to be listed or authorized for trading on each securities exchange (including, for this purpose, the NASDAQ National Market System or NASDAQ SmallCap System) on which similar securities issued by the Company are then existingtraded; provided that the Company is eligible to do so under applicable listing requirements; and (gf) make available for inspection by the Purchaser otherwise use its best efforts to comply with all applicable rules and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties regulations of the Company, Securities and cause Exchange Commission (the Company's officers, directors "Commission") and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserterms and provisions of this Agreement.

Registration Procedures. If In connection with the Registration to be effected pursuant to the Resale Shelf Registration Statement, and whenever the Holders have requested that any Registrable Securities be registered pursuant to this Agreement, the Company is required by the provisions hereof shall use its commercially reasonable efforts to effect the registration of any such Registrable Securities under in accordance with the Securities Act, intended method of disposition thereof (to the extent consistent with the obligations of the Company willpursuant to Section 1 of this Agreement), and pursuant thereto the Company shall as expeditiously as reasonably possible: (a) prepare in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder and file with the Commission the a Registration Statement Statement, and all amendments and supplements thereto and related Prospectuses as may be necessary to comply with applicable securities laws, with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best commercially reasonable efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect (provided that at least five (5) Business Days before filing a Registration Statement or Prospectus or any amendments or supplements thereto, and promptly provide the Company shall furnish to counsel selected by the Purchaser Applicable Approving Party copies of all filings such documents proposed to be filed, which documents shall be subject to the review and Commission letters comment of comment relating theretosuch counsel); (b) notify each holder of Registrable Securities of (i) the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose, (ii) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (iii) the effectiveness of each Registration Statement filed hereunder; (c) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending when all of the securities covered by such Registration Statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such Registration Statement (but not in any event before the expiration of any longer period required under the Securities Act) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until during such period in accordance with the expiration intended methods of disposition by the Effectiveness Periodsellers thereof set forth in such Registration Statement; (cd) furnish to the Purchaser each seller of Registrable Securities thereunder such number of copies of the such Registration Statement Statement, each amendment and supplement thereto, the Prospectus included therein in such Registration Statement (including each preliminary Prospectus) and such other documents as the Purchaser such seller may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration Statementsuch Holder; (de) during any period in which a Prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission, including pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Act; (f) use its commercially reasonable efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the such other securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser Applicable Approving Party reasonably requests and do any and all other acts and things which may be reasonably request, provided, however, necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not for any such purpose be required to (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified or otherwise be required to qualify but for this Section 3(f), (ii) consent to general service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction); (eg) list the promptly notify in writing each seller of such Registrable Securities covered (i) after it receives notice thereof, of the date and time when such Registration Statement and each post-effective amendment thereto has become effective or a Prospectus or supplement to any Prospectus relating to a Registration Statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (ii) after receipt thereof, of any request by the Commission for the amendment or supplementing of such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; or Prospectus or for additional information, and (fiii) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained included in such Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, and, at the request of any such seller, the circumstances then existing; andCompany promptly shall prepare, file with the Commission and furnish to each such Holder a reasonable number of copies of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (gh) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed, if any; (i) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement; (j) enter into and perform such customary agreements and take all such other actions as the Applicable Approving Party reasonably requests in order to expedite or facilitate the disposition of such Registrable Securities; (k) make available for inspection by the Purchaser and any seller of Registrable Securities, any attorney, accountant or other agent retained by the Purchaserany such seller, all publicly available, non-confidential financial and other records, pertinent corporate and business documents and properties of the CompanyCompany as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors managers, directors, employees, agents, representatives and employees independent accountants to supply all publicly available, non-confidential information reasonably requested by the any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the PurchaserCommission; (m) permit any holder of Registrable Securities who, in its good faith judgment (based on the advice of counsel), could reasonably be expected to be deemed to be an underwriter or a controlling Person of the Company to participate in the preparation of such registration or comparable statement and to require the insertion therein of material furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included; (n) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Common Stock included in such Registration Statement for sale in any jurisdiction, the Company shall use its commercially reasonable efforts promptly to obtain the withdrawal of such order; (o) use its commercially reasonable efforts to cause such Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably and customarily necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; (p) cooperate with the holders of Registrable Securities covered by the Registration Statement to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the Registration Statement and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such holders may request; and (q) cooperate with each holder of Registrable Securities covered by the Registration Statement participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) on reasonable prior notice, make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever (i) Whenever the Company is required by the provisions hereof to effect the registration of Holder requests that any Registrable Securities be registered pursuant to Sections 3(a) or (b) hereof, the Company will as expeditiously as possible prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on any form reasonably acceptable to the Holder for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable efforts to cause such filed registration statement to become and remain effective until the earlier of (A) the date as of which the Holder may sell all of the Registrable Securities covered by such registration statement without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the Securities Act or (B) the date on which the Holder shall have sold all of the Registrable Securities covered by such registration statement (the “Registration Period”). The Company shall ensure that each registration statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a registration statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such registration statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement and to keep such Registration Statement effective until such time as all of such Registrable Securities shall have been disposed of in accordance with the expiration intended methods of disposition by the Effectiveness Period;seller or sellers thereof as set forth in such Registration Statement. (cii) The Company shall permit the Holder to review (A) a registration statement at least three (3) Trading Days prior to its filing with the SEC and (B) all amendments and supplements to all registration statements (except for Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q or any similar or successor reports) within a reasonable number of days prior to their filing with the SEC. The Company shall furnish to the Purchaser Holder whose Registrable Securities are included in a registration statement, without charge, (1) copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to any registration statement, (2) promptly after the same is prepared and filed with the SEC, one copy of any registration statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by the Holder, and all exhibits and (3) upon the effectiveness of any registration statement, such number of copies of the Registration Statement prospectus included in such registration statement and all amendments and supplements thereto as the Prospectus included therein Holder may reasonably request. (iii) The Company shall use its reasonable efforts to (A) register and qualify, unless an exemption from registration and qualification applies, the resale by the Holder under such other securities or “blue sky” laws of all applicable jurisdictions in the United States, (B) prepare and file in those jurisdictions, such amendments (including each preliminary Prospectuspost-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the Purchaser effectiveness thereof during the Registration Period, (C) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (D) take all other actions reasonably may request necessary or advisable to facilitate the public sale or disposition of qualify the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of for sale in such jurisdictions within the United States as the Purchaser may reasonably request, jurisdictions; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business in connection therewith or as a foreign corporation condition thereto to (1) make any change to its certificate of incorporation or bylaws, (2) qualify to do business in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this Section 3(d), (3) subject itself to general taxation in any such jurisdiction, or to (4) file a general consent to general service of process in any such jurisdiction; (e) list . The Company shall promptly notify the Holder of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities covered by for sale under the Registration Statement with securities or “blue sky” laws of any securities exchange on which jurisdiction in the Common Stock United States or its receipt of notice of the Company is then listed;initiation or threatening of any proceeding for such purpose. (fiv) immediately The Company shall notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, Holder in writing of the happening of any event event, as promptly as reasonably practicable after becoming aware of which the Company has knowledge such event, as a result of which the Prospectus contained prospectus included in such Registration Statementa registration statement, as then in effect, includes an untrue statement of a material fact or omits omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing; andunder which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), promptly prepare a supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment to the Holder as the Holder may reasonably request. The Company shall also promptly notify the Holder in writing (A) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a registration statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to each the Holder by facsimile or e-mail on the same day of such effectiveness and by overnight mail), (B) of any request by the SEC for amendments or supplements to a registration statement or related prospectus or related information, and (C) of the Company’s reasonable determination that a post-effective amendment to a registration statement would be appropriate. (gv) If the Holder is required under applicable securities laws to be described in the registration statement as an underwriter, at the reasonable request of the Holder, the Company shall furnish to the Holder, on the date of the effectiveness of the registration statement and thereafter from time to time on such dates as the Holder may reasonably request (A) a letter, dated as of such date, from the Company’s independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Holder, and (B) an opinion, dated as of such date, of counsel representing the Company for purposes of such registration statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Holder. (vi) Upon the written request of the Holder in connection with the Holder’s due diligence requirements, if any, the Company shall make available for inspection by the Purchaser and any attorney, accountant Holder or other agent agents retained by the PurchaserHolder (collectively, the “Inspectors”), all publicly available, non-confidential pertinent financial and other records, and pertinent corporate documents and properties of the CompanyCompany (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and cause the Company's ’s officers, directors and employees to supply all publicly availableinformation which any Inspector may reasonably request; provided, however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to the Holder) or use of any Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (A) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any registration statement or is otherwise required under the Securities Act, (B) the release of such Records is ordered pursuant to a final, non-confidential appealable subpoena or order from a court or government body of competent jurisdiction, or (C) the information in such Records has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Holder agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein shall be deemed to limit the Holder’s ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations. (vii) The Company shall hold in confidence and not make any disclosure of information concerning the Holder provided to the Company unless (A) disclosure of such information is necessary to comply with federal or state securities laws, (B) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any registration statement, (C) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (D) such information has been made generally available to the public other than by disclosure in violation of this Warrant. The Company agrees that it shall, upon learning that disclosure of such information concerning the Holder is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Holder and allow the Holder, at the Holder’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information. (viii) The Company shall use its reasonable efforts either to cause all of the Registrable Securities covered by a registration statement to be listed or quoted on each securities exchange, bulletin board or quotation system on which securities of the same class or series issued by the Company are then listed or quoted. (ix) The Company shall cooperate with the Holder and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a registration statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Holder may reasonably request and registered in such names as the Holder may request. (x) If requested by the Holder, the Company shall (A) as soon as reasonably practicable incorporate in a prospectus supplement or post-effective amendment such information as the Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (B) as soon as reasonably practicable make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (C) as soon as reasonably practicable, supplement or make amendments to any registration statement if reasonably requested by the attorney, accountant Holder. (xi) The Company shall use its reasonable efforts to cause the Registrable Securities to be registered with or agent approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities. (xii) The Company shall otherwise use its reasonable efforts to comply with all applicable rules and regulations of the PurchaserSEC in connection with any registration hereunder. (xiii) Within two (2) Trading Days after a registration statement which covers Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Holder) confirmation that such registration statement has been declared effective by the SEC.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide make available to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish make available to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. The Holder acknowledges that information provided pursuant to this section and elsewhere in this Agreement may constitute material, non-public information. While in possession of such information, the Holders, including their principals and affiliates, will not trade in the Company's securities or violate the securities laws of any jurisdiction, absent an exemption from applicable securities law. Additionally, the Holders agree to keep such information confidential and to provide such further confidentiality agreements as reasonably requested by the Company.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Purchasers copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Purchasers such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Purchasers reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Purchasers' Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser Purchasers may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange Trading Market on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Purchasers at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Purchasers and any attorney, accountant or other agent retained by the PurchaserPurchasers, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorneyattorneys, accountant accountants or agent agents of the PurchaserPurchasers.

Registration Procedures. If and whenever When the Company is required by the provisions hereof this Agreement to effect the registration of any the Registrable Securities under the Securities Act, the Company willwill do each of the following, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such the Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect theretoPeriod, and promptly provide to the Purchaser Seller copies of all filings and Commission letters of comment relating thereto; (b) other than during a Black Out Period, prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser Seller such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Seller reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Seller’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Seller may reasonably request, provided, however, that the Company shall will not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Seller at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Seller and any attorney, accountant or other agent retained by the PurchaserSeller, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserSeller.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Holders copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Holders such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Holders reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Holders' Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser Holders may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Holders at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Holders and any attorney, accountant or other agent retained by the PurchaserHolders, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserHolders.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable commercial efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Shareholders such reasonable number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably such Shareholders may request in order to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange Trading Market on which the Common Stock of the Company is then listed; (e) use its commercially reasonable efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as such Shareholders may reasonably request; PROVIDED, HOWEVER, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to subject itself to taxation in connection with any such registration or qualification of such Registrable Securities; (f) immediately notify the Purchaser Shareholders at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by prepare and promptly file with the Purchaser Commission and any attorney, accountant or other agent retained by promptly notify the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties Shareholders of the Companyfiling of such amendments or supplements to such Registration Statement or Prospectus as may be necessary to correct any statements or omissions if, and cause at the Company's officerstime when a Prospectus relating to such Registrable Securities is required to be delivered under the Securities Act, directors and employees any event has occurred as the result of which any such Prospectus or any other Prospectus then in effect may include an untrue statement of a material fact or omit to supply all publicly availablestate any material fact required to be stated therein or necessary to make the statements therein, non-confidential information reasonably requested by the attorney, accountant or agent in light of the Purchasercircumstances under which they were made, not misleading.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleby the Filing Date: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock Ordinary Shares of the Company is are then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event event, of which the Company has knowledge knowledge, as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all relevant publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the CompanyCompany as is customary for due diligence examinations in connection with public offerings, and cause the Company's ’s officers, directors and employees to supply all such relevant publicly available, available non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (cb) upon the effectiveness of the Registration Statement, furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (dc) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (ed) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (fe) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (gf) make available for inspection by the Purchaser Purchasers and any attorney, accountant or other agent retained by the PurchaserPurchasers, upon reasonable prior notice, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserPurchasers.

Registration Procedures. If and whenever In the case of each registration effected by the Company is required by the provisions hereof pursuant to effect the registration of any Registrable Securities under the Securities ActArticle 7, the Company will, as expeditiously as possible: (a) prepare furnish to the Purchaser prior to the filing of the requisite Registration Statement copies of drafts of such Registration Statement as is proposed to be filed, and file with thereafter such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the Prospectus included in such registration statement (including each preliminary prospectus) and such other documents in such quantities as the Purchaser may reasonably request from time to time in order to facilitate its distribution; (b) notify the Purchaser promptly of any request by the Commission for the amending or supplementing of such Registration Statement with respect to or Prospectus or for additional information; (c) advise the Purchaser promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of any such Registrable Securities, respond as promptly as possible to Registration Statement or amendment thereto or of the initiation or threatening of any comments received from the Commissionproceeding for that purpose, and promptly use its best efforts to cause prevent the Registration Statement issuance of any stop order or to become and remain effective for the Effectiveness Period with respect thereto, and obtain its withdrawal promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission if such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may stop order should be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statementissued; (d) use its commercially all reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement Purchased Shares under the such other securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser may (or the managing underwriter, in the case of underwritten offerings) reasonably request, provided, however, requests; provided that the Company shall not for any such purpose be required to qualify generally to transact do business as a foreign corporation or become subject to service of process or taxation in any jurisdiction where in which it is not already so qualified or to consent to general service of process in any such jurisdictionsubject; (e) list use all reasonable efforts to cause the Registrable Securities covered by Purchased Shares included in the Registration Statement with any registration statement to be listed on a securities exchange or authorized for quotation on a national quotation system on which any of the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Purchaser, at any time when a Prospectus prospectus relating thereto to the proposed sale is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained included in such Registration Statement, as then in effect, includes registration statement or amendment contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existingunder which they were made, not misleading, and the Company will prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the Purchased Shares, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) make available for inspection by enter into customary agreements (including without limitation, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties disposition of the Company, and cause Purchased Shares included in the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserregistration statement.

Registration Procedures. If and whenever (a) Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement or have initiated a Shelf Offering, the Company is required by the provisions hereof shall use its reasonable best efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible (unless waived by the holders of a majority of the Registrable Securities participating in such registration): (i) in accordance with the Securities ActAct and all applicable rules and regulations promulgated thereunder, prepare and file with the SEC a registration statement on the applicable form, and all amendments and supplements thereto and related prospectuses, with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company willshall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, as expeditiously as possible:which documents shall be subject to the review and comment of such counsel); (aii) notify each holder of Registrable Securities of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (C) the effectiveness of each registration statement filed hereunder; (iii) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters for such Public Offering that a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during such period in accordance with the Registration Statement and to keep intended methods of disposition by the sellers thereof set forth in such Registration Statement effective until the expiration of the Effectiveness Periodregistration statement; (civ) furnish to the Purchaser each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the Registration Statement and the Prospectus prospectus included therein in such registration statement (including each preliminary Prospectus) prospectus and supplement thereto), each Free Writing Prospectus and such other documents as the Purchaser such seller may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration Statementsuch seller; (dv) use its commercially reasonable best efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the such other securities or "blue sky" sky laws of such jurisdictions within as any seller reasonably requests and do any and all other acts and things that may be reasonably necessary or advisable to enable such seller to consummate the United States as disposition in such jurisdictions of the Purchaser may reasonably request, provided, however, Registrable Securities owned by such seller (provided that the Company shall not for any such purpose be required to (A) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this subparagraph or to (B) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction); (evi) list the notify each seller of such Registrable Securities covered (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the Registration Statement with any securities exchange on which SEC for the Common Stock amendment or supplementing of the Company is then listed; such registration statement or prospectus or for additional information, and (fC) immediately notify the Purchaser promptly at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existing; under which they were made, not misleading, and, subject to Section 2(f), at the request of any such seller, the Company shall use its reasonable best efforts to prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (gvii) use reasonable best efforts to cause all such Registrable Securities that have been sold pursuant to a registration statement effected under this Agreement and not already listed to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities with FINRA; (viii) use reasonable best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; (ix) enter into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split, combination of shares, recapitalization or reorganization); (x) make available for inspection by the Purchaser any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the Purchaserany such seller or underwriter, all publicly available, non-confidential financial and other records, pertinent corporate and business documents and properties of the CompanyCompany as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors directors, employees, agents, representatives and employees independent accountants to supply all publicly available, non-confidential information reasonably requested by the any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and disposition of such Registrable Securities pursuant thereto; (xi) take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any offer and sale of Registrable Securities pursuant to any Demand Registration (including any Shelf Registration) or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the Purchasercircumstances under which they were made, not misleading; (xii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 10(a) of the Securities Act and Rule 158 under the Securities Act; (xiii) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, in each case, within the meaning of the Securities Act in connection with any offer and sale thereof, to participate in the preparation of such registration or comparable statement and to allow such holder to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such holder and its counsel should be included; (xiv) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the registration or qualification of any Class A Shares included in such registration statement for sale in any jurisdiction, use reasonable best efforts promptly to obtain the withdrawal of such order; (xv) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; (xvi) cooperate with the holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends), if applicable, representing securities to be sold under the registration statement, or the removal of any restrictive legends associated with any account at which such securities are held and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such holders may request; (xvii) cooperate with each holder of Registrable Securities covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA; (xviii) use its reasonable best efforts to make available the executive officers of the Company to participate with the holders of Registrable Securities and any underwriters in any “road shows” or other selling efforts that may be reasonably requested by the holders in connection with the methods of distribution for the Registrable Securities; (xix) use its reasonable best efforts to obtain one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as any underwriters or agents, if any, or the holders of a majority of the Registrable Securities being sold reasonably request; (xx) use its reasonable best efforts to provide a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement and, if such registration includes an underwritten Public Offering, dated the date of the closing under the underwriting agreement, in each case, in customary form and covering such matters of the type customarily covered by legal opinions of such nature, which opinion shall be addressed to the underwriters and the holders of such Registrable Securities; (xxi) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective; (xxii) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and (xxiii) if an Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective (including by filing a new Shelf Registration Statement, if necessary) until the earlier of (A) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (B) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. (b) Any officer of the Company who is a holder of Registrable Securities agrees that if and for so long as he or she is employed by the Company or any Subsidiary thereof, he or she shall participate fully in the sale process of any Registrable Securities pursuant to this Agreement in a manner customary for persons in like positions and consistent with his or her other duties with the Company, including the preparation of the registration statement and the preparation and presentation of any road shows. (c) If the Company files any Automatic Shelf Registration Statement for the benefit of the holders of any of its securities other than the holders of Registrable Securities, and the holders of Parthenon Investor Registrable Securities or the holders of ▇▇▇▇▇ Investor Registrable Securities do not request that their Registrable Securities be included in such Shelf Registration Statement, the Company agrees that, at the request of the holders of a majority of the Parthenon Investor Registrable Securities or the holders of a majority of the ▇▇▇▇▇ Investor Registrable Securities, the Company shall include in such Automatic Shelf Registration Statement such disclosures as may be required by Rule 430B in order to ensure that the holders of Parthenon Investor Registrable Securities or the holders of ▇▇▇▇▇ Investor Registrable Securities, as applicable, may be added to such Shelf Registration Statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment. (d) The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. (e) If a Parthenon Investor, a ▇▇▇▇▇ Investor or any of their respective Affiliates seek to effectuate an in-kind distribution of all or part of their respective Registrable Securities to their respective direct or indirect equityholders, the Company shall, subject to any applicable lock-ups, work with the foregoing persons to facilitate such in-kind distribution in the manner reasonably requested.

Registration Procedures. If and whenever In connection with the Company is required by the provisions hereof Company's registration obligations pursuant to effect the registration of any Registrable Securities under the Securities ActSection 2 hereof, the Company willwill use its best efforts to effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company will as expeditiously as possible: (a) a. prepare and file with the Commission the SEC, as soon as practicable, a Registration Statement relating to the applicable registration on any appropriate form under the Securities Act, which forms shall be available for the sale of the Registrable Securities in accordance with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commissionintended method or methods of distribution thereof and shall include all financial statements of the Company, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect effective; provided that before filing a Registration Statement or Prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of the Registration Statement, the Company will furnish to (i) one counsel selected by the holders of a majority of the shares of Registrable Securities covered by such Registration Statement, and promptly provide to (ii) the Purchaser underwriters, if any, copies of all filings such documents proposed to be filed, which documents will be subject to the review of such counsel and Commission letters underwriters, and the Company will not file any Registration Statement or amendment thereto or any Prospectus or any supplement thereto (including such documents incorporated by reference) to which such counsel or the underwriters, if any, shall reasonably object; and provided further that the Company shall have the right to delay filing or effectiveness of comment relating theretoa Registration Statement filed pursuant to Section 2(b) hereto or the commencement of a public distribution of Registrable Securities, as applicable, for up to 120 days if the Company's Board of Directors determines, in good faith, that the filing or effectiveness thereof or the commencement of such public distribution could materially interfere with a pending extraordinary transaction involving the Company or bona fide financing plans of the Company or would require disclosure of information, the premature disclosure of which would not be in the best interests of the Company, but no further delays will be permitted; (b) b. prepare and file with the Commission SEC such amendments and supplements post-effective amendments to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for the period set forth in Section 2(a) with respect to the Shelf Registration or nine months with respect to a Demand Registration, or such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of and all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until during the expiration applicable period in accordance with the intended method or methods of distribution by the Effectiveness Period; (c) furnish holders thereof set forth in such Registration Statement or supplement to the Purchaser such number of copies of Prospectus; the Company shall not be deemed to have used its best efforts to keep a Registration Statement and effective during the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request applicable period if it voluntarily takes or knowingly omits to facilitate the public sale or disposition take any action that would result in selling holders of the Registrable Securities covered thereby not being able to sell such Registrable Securities during that period unless such action is required under applicable law; provided that the foregoing shall not apply to actions or omissions taken by the Registration StatementCompany in good faith and for valid business reasons, including without limitation the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(l) hereof, if applicable; (d) use its commercially reasonable efforts to register or qualify c. notify the Purchaser's selling holders of Registrable Securities covered and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such advice in writing, (1) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement under or any post-effective amendment, when the securities same has become effective, (2) of any request by the SEC for amendments or "blue sky" laws supplements to the Registration Statement or the Prospectus or for additional information, (3) of such jurisdictions within the United States as issuance by the Purchaser may reasonably requestSEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, provided, however, that (4) if at any time the representations and warranties of the Company shall not contemplated by paragraph (n) below cease to be true and correct, (5) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for any such purpose be required to qualify generally to transact business as a foreign corporation sale in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening initiation or threatening of any event of which the Company has knowledge as a result of which the Prospectus contained in proceeding for such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; purpose and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. (a) If and whenever the Company is required by the provisions hereof of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleshall: (ai) prepare and file with the Commission the SEC a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (bii) as expeditiously as possible prepare and file with the Commission such SEC any amendments and supplements to the Registration Statement and the Prospectus used prospectus included in connection therewith the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by keep the Registration Statement and to keep such Registration Statement effective until for a period of not less than nine months from the expiration of the Effectiveness Periodeffective date; (ciii) as expeditiously as possible furnish to the Purchaser Holder such number reasonable numbers of copies of the Registration Statement prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and the Prospectus included therein (including each preliminary Prospectus) such other documents as the Purchaser Selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered owned by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately Selling Stockholder and promptly notify the Purchaser Selling Stockholder at any time when a Prospectus relating thereto prospectus is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes prospectus would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (giv) make available for inspection as expeditiously as possible use its best efforts to register or qualify the Registrable Securities covered by the Purchaser Registration Statement under the securities or Blue Sky laws of such states as the Selling Stockholders shall reasonably request, and do any attorney, accountant and all other acts and things that may be necessary or desirable to enable the Selling Stockholders to consummate the public sale or other agent retained disposition in such states of the Registrable Securities owned by the PurchaserSelling Stockholder; provided, all publicly availablehowever, non-confidential financial and other recordsthat the Company shall no be required in connection with this Section 3(a) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (b) If the Company has delivered preliminary or final prospectuses to the Selling Stockholder and, pertinent corporate documents and properties after having done so, the prospectus is amended to comply with the requirements of the CompanySecurities Act, the Company shall promptly notify the Selling Stockholder and, if requested, the Selling Stockholder shall immediately cease making offers of Registrable Securities and cause return all prospectuses to the Company's officers. The Company shall promptly provide the Selling Stockholder with revised prospectuses and, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent following receipt of the Purchaserrevised prospectuses, the Selling Stockholder shall be free to resume making offers of the Registrable Securities.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. (h) The Purchaser covenants and agrees that it will cooperate with the Company in all respects in connection with this Agreement, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser and proposed manner of sale of the Registrable Securities required to be disclosed in any Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities and entering into and performing its obligations under the Agreement and/or the Related Agreements, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering. Any delay or delays caused by the Purchaser, or by any other purchaser of securities of the Company having registration rights similar to those contained herein, by failure to cooperate as required hereunder shall not constitute a breach or default of the Company under this Agreement or Related Agreement. (i) With respect to any sale of Registrable Securities pursuant to a Registration Statement filed pursuant to this Agreement, the Purchaser hereby covenants with the Company (i) not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied and (ii) to notify the Company promptly upon disposition of all of the Registrable Securities. (j) Whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the 1933 Act, the Company shall (except as otherwise provided in this Agreement), subject to the assistance and cooperation as reasonably required of the Purchaser with respect to each Registration Statement: (i) provide Purchaser and its counsel a reasonable period, not to exceed five (5) Trading Days, to review the proposed Registration Statement or any amendment thereto, prior to filing with the SEC; and (ii) prior to the filing with the SEC of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Purchaser and reflect in such documents, such comments as the Purchaser (and its counsel), reasonably may propose respecting the Selling Shareholders and Plan of Distribution sections (or equivalents)

Registration Procedures. If and whenever (a) Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement or have initiated a Shelf Offering, the Company is required by the provisions hereof shall use its reasonable best efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible (unless waived by the holders of a majority of the Registrable Securities participating in such registration): (i) in accordance with the Securities ActAct and all applicable rules and regulations promulgated thereunder, prepare and file with the SEC a registration statement on the applicable form, and all amendments and supplements thereto and related prospectuses, with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company willshall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, as expeditiously as possible:which documents shall be subject to the review and comment of such counsel); (aii) notify each holder of Registrable Securities of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (C) the effectiveness of each registration statement filed hereunder; (iii) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters for such Public Offering that a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during such period in accordance with the Registration Statement and to keep intended methods of disposition by the sellers thereof set forth in such Registration Statement effective until the expiration of the Effectiveness Periodregistration statement; (civ) furnish to the Purchaser each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the Registration Statement and the Prospectus prospectus included therein in such registration statement (including each preliminary Prospectus) prospectus and supplement thereto), each Free Writing Prospectus and such other documents as the Purchaser such seller may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration Statementsuch seller; (dv) use its commercially reasonable best efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the such other securities or "blue sky" sky laws of such jurisdictions within as any seller reasonably requests and do any and all other acts and things that may be reasonably necessary or advisable to enable such seller to consummate the United States as disposition in such jurisdictions of the Purchaser may reasonably request, provided, however, Registrable Securities owned by such seller (provided that the Company shall not for any such purpose be required to (A) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this subparagraph or to (B) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction); (evi) list the notify each seller of such Registrable Securities covered (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the Registration Statement with any securities exchange on which SEC for the Common Stock amendment or supplementing of the Company is then listed; such registration statement or prospectus or for additional information, and (fC) immediately notify the Purchaser promptly at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existing; under which they were made, not misleading, and, subject to Section 2(f), at the request of any such seller, the Company shall use its reasonable best efforts to prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (gvii) use reasonable best efforts to cause all such Registrable Securities that have been sold pursuant to a registration statement effected under this Agreement and not already listed to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities with FINRA; (viii) use reasonable best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; (ix) enter into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split, combination of shares, recapitalization or reorganization); (x) make available for inspection by the Purchaser any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the Purchaserany such seller or underwriter, all publicly available, non-confidential financial and other records, pertinent corporate and business documents and properties of the CompanyCompany as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors directors, employees, agents, representatives and employees independent accountants to supply all publicly available, non-confidential information reasonably requested by the any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and disposition of such Registrable Securities pursuant thereto; (xi) take all reasonable actions to ensure that any Free Writing Prospectus utilized in connection with any offer and sale of Registrable Securities pursuant to any Demand Registration (including any Shelf Registration) or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the Purchasercircumstances under which they were made, not misleading; (xii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 10(a) of the Securities Act and Rule 158 under the Securities Act; (xiii) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, in each case, within the meaning of the Securities Act in connection with any offer and sale thereof, to participate in the preparation of such registration or comparable statement and to allow such holder to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such holder and its counsel should be included; (xiv) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the registration or qualification of any Class A Shares included in such registration statement for sale in any jurisdiction, use reasonable best efforts promptly to obtain the withdrawal of such order; (xv) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; (xvi) cooperate with the holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends), if applicable, representing securities to be sold under the registration statement, or the removal of any restrictive legends associated with any account at which such securities are held and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such holders may request; (xvii) cooperate with each holder of Registrable Securities covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA; (xviii) use its reasonable best efforts to make available the executive officers of the Company to participate with the holders of Registrable Securities and any underwriters in any “road shows” or other selling efforts that may be reasonably requested by the holders in connection with the methods of distribution for the Registrable Securities; (xix) use its reasonable best efforts to obtain one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as any underwriters or agents, if any, or the holders of a majority of the Registrable Securities being sold reasonably request; (xx) use its reasonable best efforts to provide a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement and, if such registration includes an underwritten Public Offering, dated the date of the closing under the underwriting agreement, in each case, in customary form and covering such matters of the type customarily covered by legal opinions of such nature, which opinion shall be addressed to the underwriters and the holders of such Registrable Securities; (xxi) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective; (xxii) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and (xxiii) if an Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective (including by filing a new Shelf Registration Statement, if necessary) until the earlier of (A) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (B) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. (b) If the Company files any Automatic Shelf Registration Statement for the benefit of the holders of any of its securities other than the holders of Registrable Securities, and the holders of Registrable Securities do not request that their Registrable Securities be included in such Shelf Registration Statement, the Company agrees that, at the request of the holders of a majority of the Registrable Securities, the Company shall include in such Automatic Shelf Registration Statement such disclosures as may be required by Rule 430B in order to ensure that the holders of Registrable Securities may be added to such Shelf Registration Statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment. (c) The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. (d) If an Investor or any of its Affiliates seeks to effectuate an in-kind distribution of all or part of its Registrable Securities to its direct or indirect equityholders, the Company shall, subject to any applicable lock-ups, work with the foregoing persons to facilitate such in-kind distribution in the manner reasonably requested.

Registration Procedures. If and whenever the The Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possibleshall: (a) In accordance with the Securities Act and the rules and regulations of the Commission, prepare and file with the Commission the a Registration Statement in the form of an appropriate registration statement with respect to such the Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the such Registration Statement to become and remain continuously effective for until the Effectiveness Period with respect theretoearlier of (i) the time that set forth in Section 3(a) above, and promptly provide to (ii) two years after such Registration Statement has been declared effective; provided that, if for any portion of such two year period the Purchaser copies Registration Statement is not effective, then such two year requirement for maintaining the effectiveness of all filings the Registration Statement shall be extended by the length of such interruption(s), and Commission letters of comment relating thereto; (b) shall prepare and file with the Commission such amendments to such Registration Statement and supplements to the Registration Statement and the Prospectus used in connection therewith contained therein as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Periodand such Registration Statement and Prospectus accurate and complete during such period; (cb) furnish Furnish to the Purchaser each Holder participating in such registration (each of such Persons being referred to herein as a "Participant" in such registration) such reasonable number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) and such other documents as the Purchaser such Participant may reasonably may request in order to facilitate the public sale or disposition offering of the Registrable Securities covered by the Registration StatementSecurities; (dc) use Use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the such state securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser such Participants may reasonably request, ; provided, however, that the Company shall not for be obligated to file any such purpose be required general consent to service of process or to qualify generally to transact business as a foreign corporation in any jurisdiction where in which it is not so qualified or to consent subject itself to general service of process taxation in connection with any such jurisdictionregistration or qualification of such Securities; (d) Notify the Participants in such registration, promptly after it shall receive notice thereof, of the date and time when such Registration Statement and each post-effective amendment thereto has become effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed; (e) list Notify the Registrable Securities covered Participants in such registration promptly of any request by the Commission for the amending or supplementing of such Registration Statement with any securities exchange on which the Common Stock of the Company is then listedor Prospectus or for additional information; (f) immediately Prepare and file with the Commission, promptly upon the request of any Participant in such registration, the Registration Statement and any amendments or supplements to such Registration Statement or Prospectus that, in the reasonable opinion of counsel for such Participants, is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the Securities by such Participants or to otherwise comply with the requirements of the Securities Act and such rules and regulations; (g) Prepare and promptly file with the Commission and promptly notify the Purchaser Participants in such registration of the filing of such amendments or supplements to such Registration Statement or Prospectus as may be necessary to correct any statements or omissions if, at any the time when a Prospectus relating thereto to such Securities is required to be delivered under the Securities Act, of the happening of any event of which has occurred as the Company has knowledge as a result of which the any such Prospectus contained in such Registration Statement, as or any other Prospectus then in effect, includes effect may include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; (h) Advise the Participants in light such registration, promptly after it shall receive notice or obtain knowledge thereof, of the circumstances then existing; andissuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (gi) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available for inspection by to the Purchaser and Company's security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any attorneytwelve (12) month period (or ninety (90) days, accountant or other agent retained by if such a period is a fiscal year) beginning with the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties first month of the Company's first fiscal quarter commencing after the effective date of a Registration Statement; (j) Not file any amendment or supplement to such Registration Statement or Prospectus to which a majority in interest of the Participants in such registration has reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, and cause after having been furnished with a copy thereof at least three (3) business days prior to the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested filing thereof unless the Company shall have been advised in writing by its counsel that such amendment is required under the Securities Act or the rules or regulations adopted thereunder in connection with the distribution of Securities by the attorney, accountant Company or agent of the PurchaserParticipants.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list or have quoted the Registrable Securities covered by the such Registration Statement with any securities exchange or quotation service on which the Common Stock of the Company is then listedlisted or quoted; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. (a) For any of the Registrable Securities described above which shall require registration by Company, the Company shall use its best efforts to effect, as promptly as practicable, the registration under the Securities Act of such Registrable Securities; provided, however, that Company will not be required to file any such registration statement during any period of time (not to exceed 45 days after such request in the case of clause (A) below or 90 days in the case of clauses (B) and (C) below) when (A) Company is in possession of material non-public information which it reasonably believes would be detrimental to be disclosed at such time and, based on consultation with counsel to Company, such information would have to be disclosed if a registration statement were filed at that time; (B) Company is required under the Securities Act to include audited financial statements for any period in such registration statement and such financial statements are not yet available for inclusion in such registration statement; or (C) only in the case of Demand Registrable Securities or Piggy-Back Securities, Company determines, in its reasonable good faith judgment, that such registration would interfere with any financing, acquisition or other material transaction involving Company or any of its affiliates. If consummation of the sale of any Registrable Securities pursuant to a registration hereunder does not occur within 180 days after the filing with the SEC of the initial registration statement, then such registration shall not be taken into account as an effective registration for purposes of the registration limit set forth in Section 3.2. Company shall use commercially reasonable efforts to cause any Registrable Securities registered pursuant to this Article III to be qualified for sale under the securities or Blue Sky laws of such jurisdictions as the Stockholders may reasonably request and shall continue such registration or qualification in effect in such jurisdiction; provided, however, that Company shall not be required to qualify to do business in, or consent to general service of process in, any jurisdiction by reason of this provision. (b) Company may include in any such registration any authorized but unissued shares of Common Stock for sale by the Company or any issued and outstanding shares of Common Stock for sale by others; provided, however, that, except as set forth in Section 3.1 hereof, the inclusion of such previously authorized but unissued shares by the Company or issued and outstanding shares of Common Stock by others in such registration shall not prevent the Stockholders from registering the entire number of shares requested and, in the event that the registration is, in whole or in part, an underwritten IPO and the underwriter determines and advises in writing that the inclusion of all shares proposed to be included in such registration and such previously authorized but unissued shares of Common Stock by Company and/or issued and outstanding shares of Common Stock by persons other than the Stockholders would interfere with the successful marketing (including pricing) of such securities, then, except as set forth in Section 3.1 hereof, such other previously authorized but unissued shares of Common Stock proposed to be included by the Company and issued and outstanding shares of Common Stock proposed to be included by persons other than the Stockholders shall be reduced or excluded from such registration (as the case may be) before any additional reduction shall be allocated to the shares. (c) If and whenever the Company is required by the provisions hereof to effect the registration of any of the Registrable Securities under the Securities ActAct as provided herein, the Company will, as expeditiously as possiblewill promptly: (ai) prepare Prepare and file with the Commission the Registration Statement SEC a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (bii) prepare Prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all such Registrable Securities and other securities covered by the Registration Statement such registration statement until such time as all of such Registrable Securities and to keep other securities have been disposed of in accordance with such Registration Statement effective until the expiration registration statement, but in no event for a period of the Effectiveness Periodless than ninety (90) days after such registration statement becomes effective; (ciii) furnish No such registration statement or amendment thereto shall be filed by the Company until the Stockholders shall have had a reasonable opportunity of not less than ten (10) days to review the same and to approve or disapprove any portion of such registration statement describing or referring to the Purchaser Stockholders; (iv) Furnish to the Stockholders such number of copies of such registration statement and of each such amendment and supplement thereto and such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectus) in such registration statement as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered requested by the Registration StatementStockholders; (dv) use Use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement such registration statement under the such other securities or "blue sky" Blue Sky laws of such other applicable states of jurisdictions within the United States as the Purchaser may Stockholders shall reasonably request, provided, however, except that (A) the Company shall not for any such purpose be required to qualify generally to transact do business as a foreign corporation in any jurisdiction where wherein it is not so qualified or nor subject itself to consent to general service of process taxation in any such jurisdiction;jurisdiction for such purpose; and (B) no such registration or qualification need be made in any jurisdiction which the managing underwriter, if any, determines will be excluded from the offering; and (vi) List the Registrable Securities on a securities exchange or consolidated reporting system if the listing of such securities is then permitted under the rules of such exchange or consolidated reporting system. (d) The costs and expenses (other than underwriting discounts and commissions) of all registrations and qualifications under the Securities Act and applicable state securities laws, and of all other actions the Company is required to take or effect pursuant to this Agreement shall be paid by the Company (including, without limitation, all registration and filing fees, printing expenses, fees and expenses of complying with Blue Sky laws, and fees and disbursements of counsel for the Company and of independent public accountants). (e) list The only representations and warranties the Stockholders shall be required to make in connection with any such underwriting or registration shall be with respect to the Stockholders’ ownership of the Registrable Securities covered to be sold by them and their ability to convey title thereto free and clear of all liens, encumbrances or adverse claims and such other customary representations and warranties reasonably requested by the Registration Statement underwriters, if any, and the Stockholders shall not be required to make any indemnity in connection therewith, except with any securities exchange on which respect to a material written misrepresentation by the Common Stock of the Company is then listed;Stockholders with respect to such underwriting or registration. (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required The Registrable Securities proposed to be delivered registered under any registration statement under this Article III shall be offered for sale at the Securities Act, same public offering price as the shares of the happening of any event of which Common Stock offered for sale by the Company has knowledge as a result of which the Prospectus contained in or any other selling stockholders covered by such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; andregistration. (g) make available for inspection Notwithstanding any other provision of Sections 3.2 or 3.3, if the representative of the underwriter in such registration advises the Stockholders in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company held by other stockholders and securities offered by the Purchaser and any attorneyCompany shall be excluded from such registration to the extent so required by such limitation. If, accountant or other agent retained after the exclusion of such shares, further reductions are still required, the number of shares included in the registration by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties Stockholders shall be reduced by such minimum number of shares as is necessary to comply with such request. No securities excluded from the underwriting by reason of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaserunderwriter’s marketing limitation shall be included in such registration.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable commercial efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement (including pursuant to a Resale Shelf), the Company is required by the provisions hereof shall use its reasonable best efforts to effect the registration registration, offering and the sale of any such Registrable Securities under hereunder in accordance with the Securities Actintended method of disposition thereof as promptly as is practicable, and pursuant thereto the Company will, shall as expeditiously as reasonably possible: (a) in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the Commission the Registration Statement a registration statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with respect to such Registrable Securities, respond as promptly as possible to any comments received from make all required filings required in connection therewith and (if the Commission, and Registration Statement is not automatically effective upon filing) use its reasonable best efforts to cause the such registration statement to become effective and keep such Registration Statement to become and remain effective for until such holders have completed the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment distribution relating theretothereto or such longer period as may be prescribed herein; (b) notify each holder of Registrable Securities of (i) the issuance by the Commission of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, (ii) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (iii) the effectiveness of each registration statement filed hereunder; (c) prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period (the “Effectiveness Obligation Period”) ending on the earlier of (i) 120 days, (ii) when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the sellers thereof as set forth in such registration statement or (iii) in the case of a Shelf Registration, the date as of which all of the Registrable Securities included in such registration are able to be sold within a ninety (90) day period in compliance with Rule 144 (but in any event not before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of securities thereunder by any underwriter or dealer), and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during such period in accordance with the Registration Statement and to keep intended methods of disposition by the sellers thereof set forth in such Registration Statement effective until the expiration of the Effectiveness Periodregistration statement; (cd) furnish to the Purchaser each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the Registration Statement and the Prospectus prospectus included therein in such registration statement (including each preliminary Prospectusprospectus and any summary prospectus), each Free-Writing Prospectus and such other documents (including all exhibits thereto and documents incorporated by reference therein) as the Purchaser such seller may reasonably may request request, including in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration Statementsuch seller; (de) use its commercially reasonable best efforts to register or qualify qualify, and cooperate with such holders, the Purchaser's underwriters, if any, and their respective counsel, such Registrable Securities covered by the Registration Statement under the such other securities or "blue sky" sky laws of such jurisdictions within as any seller or underwriter, if any, or their respective counsel reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the United States as disposition in such jurisdictions of the Purchaser may reasonably request, provided, however, Registrable Securities owned by such seller (provided that the Company shall not for any such purpose be required to (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this Section 4(e), (ii) subject itself to taxation in any such jurisdiction, or to (iii) consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed); (f) immediately except to the extent prohibited by applicable law and subject to entry into a customary confidentiality agreement or arrangement, make available after reasonable advance notice during business hours at the offices where such information is normally kept for inspection by each such holder any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as such parties may reasonably request in connection with customary due diligence and drafting sessions, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such holder, underwriter, attorney, accountant or agent in connection with the same, provided, however, that information obtained hereunder will be used by such persons only for purposes of conducting such due diligence; (g) promptly notify the Purchaser in writing each such holder at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances then existing, and, at the request of any such seller, the Company promptly shall prepare, file with the Commission and furnish to each such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; provided that each holder of the Registrable Securities, upon receipt of any notice from the Company of any event of the kind described in this Section 4(f), shall forthwith discontinue disposition of the Registrable Securities pursuant to the registration statement covering such Registrable Securities until such holder is advised in writing by the Company that the use of the prospectus may be resumed and is furnished with a supplemented or amended prospectus as contemplated by this Section 4(f), 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; provided, further, that such obligation shall only apply during the Effectiveness Obligation Period; (h) prepare and file promptly with the Commission, and notify such holders of Registrable Securities prior to the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, when any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and, if any such holders of Registrable Securities or any underwriter for any such holders is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act or the rules and regulations promulgated thereunder, the Company shall use its best efforts to prepare promptly upon request of any such holder or underwriter such amendments or supplements to such registration statement and prospectus as may be necessary in order for such prospectus to comply with the requirements of the Securities Act and such rules and regulations; provided that, such obligation shall only apply during the Effectiveness Obligation Period; (i) cause all such Registrable Securities to be listed on the principal trading market of each securities exchange on which similar securities issued by the Company are then listed or quoted; (j) provide and cause to be maintained a transfer agent, registrar and CUSIP number for all such Registrable Securities from and after a date not later than the effective date of such registration statement; (k) take all reasonable actions to ensure that any Free-Writing Prospectus prepared by or on behalf of the Company in connection with any Demand Registration or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances then existingunder which they were made, not misleading; provided further, that such obligation shall only apply during the Effectiveness Obligation Period; (l) use its reasonable efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for offering or sale in any jurisdiction, the Company shall use its reasonable best efforts promptly to obtain the withdrawal or lifting of such order including through the filing of a registration statement or amending or supplementing the prospectus, if necessary; (m) obtain (i) a cold comfort letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters and (ii) opinions of counsel from the Company’s counsel in customary form and covering such matters of the type customarily covered in a public issuance of securities, in each case, in form and substance reasonably satisfactory to the underwriters and addressed to the managing underwriters; in each case as the holders of a majority of the Registrable Securities included in such registration reasonably request; (n) furnish to each seller and each underwriter, if any, participating in an offering of Registrable Securities (i)(A) a 10b-5 statement and legal opinion of outside counsel to the Company in customary form and covering such matters as are customarily covered by 10b‑5 statements and legal opinions required to be included in the Registration Statement and (B) a written legal opinion of outside counsel to the Company, dated the closing date of the offering, in form and substance as is customarily given in opinions of outside counsel to the Company to underwriters in underwritten registered offerings; (o) if the registration involves the registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the underwriter in any underwritten offering and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto; and (gp) make available for inspection by otherwise use its reasonable best efforts to take all other steps necessary to effect the Purchaser registration, marketing and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties sale of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasersuch Registrable Securities contemplated hereby.

Registration Procedures. If and whenever a Holder has requested that any Registrable Securities be registered pursuant to this Agreement under Article I, and subject to the limitations set forth in this Agreement, the Company is required by the provisions hereof will use its commercially reasonable efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the Securities Actintended method of disposition thereof, and pursuant thereto the Company will, as expeditiously as possible: (a) if the Registration Statement is not automatically effective upon filing, use commercially reasonable efforts to cause such Registration Statement to become effective; (b) notify such Holder, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed; (c) after the Registration Statement becomes effective, notify such Holder of any request by the SEC that the Company amend or supplement such Registration Statement or Prospectus; (d) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the any Prospectus used in connection therewith as may be reasonably necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and for the period required to keep such Registration Statement effective until effect the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition distribution of the Registrable Securities covered by the Registration Statementas set forth in Article I hereof; (de) to the extent necessary to properly sell any Registrable Securities, furnish to such Holder such numbers of copies of a Prospectus, including a preliminary Prospectus, as required by the Securities Act, and such other documents as such Holder may reasonably request in order to facilitate its disposition of its Registrable Securities; (f) use its commercially reasonable efforts to register or and qualify the Purchaser's Registrable Securities covered by the Registration Statement under the such other securities or "blue sky" laws sky Laws of such jurisdictions within the United States as the Purchaser may shall be reasonably request, requested by such Holder; provided, however, that the Company shall not for any such purpose be required in connection therewith or as a condition thereto to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not so qualified or to file a general consent to general service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, or subject itself to taxation in any such jurisdiction, unless the Company is already subject to taxation in such jurisdiction; (eg) list the use its commercially reasonable efforts to cause all such Registrable Securities covered to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar equity securities issued by the Registration Statement with any securities exchange on which the Common Stock of the Company is are then listed; (fh) immediately provide a transfer agent and registrar for the Registrable Securities and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of the Registration Statement; (i) use its commercially reasonable efforts to furnish, on the date that shares of Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters and (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (j) if requested by such Holder, cooperate with such Holder and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable Law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as such Holder or the managing underwriter (if any) may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such Registration Statement a supply of such certificates; (k) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by the Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (l) upon execution of confidentiality agreements in form and substance satisfactory to the Company, promptly make available for inspection by such Holder, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney or accountant or other agent retained by any such underwriter or selected by such Holder, all financial and other records, pertinent corporate documents, and properties of the Company (collectively, “Records”), and use commercially reasonable efforts to cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by such Holder, an underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith; provided, Records that the Company determines, in good faith, to be confidential and that it notifies such Holder are confidential shall not be disclosed by such Holder unless the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by applicable Law. Such Holder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates (other than with respect to such Holder’s due diligence) unless and until such information is made generally available to the public, and further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential; (m) in the event of the issuance of any stop order suspending the effectiveness of such Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (n) promptly notify the Purchaser such Holder at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained included in such the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus, or a revised Prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingunder which they were made (following receipt of any supplement or amendment to any Prospectus, such Holder shall deliver such amended, supplemental or revised Prospectus in connection with any offers or sales of Registrable Securities, and shall not deliver or use any Prospectus not so supplemented, amended or revised); and (go) make available for inspection by take all such other actions as are reasonably necessary in order to facilitate the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties disposition of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasersuch Registrable Securities.

Registration Procedures. If and whenever In the case of each registration effected by the Company is required by the provisions hereof pursuant to effect the registration of any Registrable Securities under the Securities Actthis Article 2, the Company willshall keep each holder of Registrable Securities advised in writing as to the initiation of such registration and as to the completion thereof. At its expense, as expeditiously as possiblethe Company shall use its reasonable efforts to: (a) prepare and file with cause such registration to be declared effective by the Commission and, in the Registration Statement with respect to case of a Demand Registration, maintain such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain registration effective for a period of 180 days or until the Effectiveness Period with respect holders of Registrable Securities included therein have completed the distribution described in the registration statement relating thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretowhichever first occurs; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith with such registration statement (including post-effective amendments) as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Periodregistration statement; (c) furnish to the Purchaser such number of copies obtain appropriate qualifications of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement such registration under the state securities or "blue sky" laws of in such jurisdictions within as may be requested by the United States as the Purchaser may reasonably requestholders of Registrable Securities; PROVIDED, provided, howeverHOWEVER, that the Company shall not for any such purpose be required to qualify generally to transact business as file a foreign corporation in any jurisdiction where it is not so qualified or to general consent to general service of process in any jurisdiction in which it is not otherwise subject to service in order to obtain any such jurisdictionqualification; (d) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to a prospectus, as a holder of Registrable Securities from time to time may reasonably request; (e) list the notify each holder of Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser such registration statement, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such holder, prepare and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing; (f) cause all Registrable Securities covered by such registration to be listed on each securities exchange or inter-dealer quotation system on which similar securities issued by the Company are then listed; (g) provide a transfer agent and registrar for all Registrable Securities covered by such registration and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (h) otherwise comply with all applicable rules and regulations of the Commission and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than 18 months, beginning with the first month after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and (gi) make available for inspection by in connection with any underwritten Demand Registration, the Purchaser Company shall enter into an underwriting agreement reasonably satisfactory to the initiating holders containing customary underwriting provisions, including indemnification and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasercontribution provisions.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: : (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; ; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; Period applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; ; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; ; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; ; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. 4.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof of Section 7.01 or 7.02 to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as reasonably possible: (a) prepare and file with the Commission the Registration Statement SEC a registration statement with respect to such Registrable Securitiessecurities as soon as reasonably practicable after delivery of the applicable notice, respond as promptly as possible to and in any comments received from the Commissionevent within thirty (30) days thereof, and use its reasonable best efforts to cause the Registration Statement such registration statement to become effective within ninety (90) days after delivery of such notice and remain effective for the Effectiveness Period with respect theretoperiod of the distribution contemplated thereby (determined as hereinafter provided); provided, however, that that Company's obligation to file a registration statement, or cause such registration statement to become and promptly provide remain effective, shall be suspended for a period not to exceed ninety (90) days in any twelve-month period if in the reasonable judgment of the Company's Board of Directors it would be detrimental to the Purchaser copies of all filings and Commission letters of comment relating theretoCompany to effect a registration at such time; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus used in connection therewith related prospectus as may be necessary to keep such registration statement effective for the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement in accordance with the Registration Statement sellers' intended method of disposition set forth in such registration statement for such period; provided, however, the holders hereby acknowledge that the Company may notify the holders of the suspension of the use of the prospectus forming a part of the registration statement until such time as an amendment to such registration statement has been filed by the Company and to keep such Registration Statement declared effective by the SEC or until the expiration Company has otherwise amended or supplemented such prospectus, and upon receipt of such notice the holders shall suspend the use of the Effectiveness Periodprospectus and shall not offer or sell any securities pursuant to said prospectus during the period commencing at the time at which the Company gives the holders notice of the suspension of the use of said prospectus and ending at the time the Company gives the holders notice that holders may thereafter effect sales pursuant to said prospectus. Notwithstanding anything herein to the contrary, the Company (i) shall not suspend use of the registration statement by holders unless such suspension is in the good faith opinion of the Company and its counsel advisable under the federal securities laws and the rules and regulations promulgated thereunder; and (ii) shall use its best efforts to amend to such registration statement or amend or supplement such prospectus as soon as practicable to again permit sales pursuant to said prospectus; (c) furnish to the Purchaser each seller of Registrable Securities and to each underwriter, if applicable, such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement such registration statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may sellers of Registrable Securities or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the immediately notify each seller of Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser and each underwriter, if applicable, under such registration statement, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (gf) make available if the offering is underwritten and at the request of any seller of Registrable Securities, use its best efforts to furnish on the date that Registrable Securities are delivered to the underwriters for inspection by sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Purchaser Company for the purposes of such registration, addressed to the underwriters and any attorneyto such seller, accountant or other agent in form and substance as is customarily given in an underwritten public offering; and (ii) a letter dated such date from the independent public accountants retained by the PurchaserCompany, all publicly availableaddressed to the underwriters and to such seller, non-confidential financial in form and other recordssubstance as is customarily given in an underwritten public offering. For purposes of Section 7.03(a) and (b), pertinent corporate documents and properties the period of distribution of Registrable Securities in any registration shall be deemed to extend until the earlier of the Company, sale of all Registrable Securities covered thereby and cause one hundred twenty (120) days after the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchasereffective date thereof.

Registration Procedures. If and whenever the Company Public is required by the provisions hereof to use its best ----------------------- efforts to effect or cause the registration of any Registrable Securities under the Securities ActAct as provided in this Agreement, and in connection with the Company filing of the Public Shelf Registration Statement as provided in the Merger Agreement, Public will, as expeditiously as possible: (a) in the case of a registration as provided in this Agreement, use its best efforts to prepare and file with the Commission the Registration Statement SEC within 30 days after receipt of a request for registration with respect to such Registrable Securities, respond as promptly as possible to a registration statement on any comments received from form for which Public then qualifies or which counsel for Public shall deem appropriate, and which form shall be available for the Commissionsale of the Registrable Securities in accordance with the intended methods of distribution thereof, and use its best efforts to cause the Registration Statement such registration statement to become and remain effective as promptly as practicable, subject to the right of Blackstone to defer Public's request for the Effectiveness Period acceleration of effectiveness of any such registration statement as may be necessary to accommodate the anticipated timetable for such offering; provided that before filing with respect the SEC a registration statement or prospectus or any amendments or supplements thereto, and promptly provide Public will (i) furnish to the Purchaser selling Holders copies of the form of preliminary prospectus proposed to be filed and furnish to counsel of the selling Holders copies of all filings such documents proposed to be filed, which documents will be subject to the review of such counsel and Commission letters shall not be filed without the approval of comment relating thereto;such counsel (which approval shall not be unreasonably withheld) and (ii) notify the selling Holders of any stop order issued or threatened by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered; and, in the case of the Public Shelf Registration Statement, in the event that Public was not permitted by the SEC to include in the S-4 Registration Statement a re-offering prospectus (which shall include a description of the plan of distribution for the Registrable Securities) covering the resale from time to time of the Registrable Securities, then Public shall file such re-offering prospectus as a post- effective amendment to the S-4 Registration Statement promptly after the Effective 9 Time (as defined in the Merger Agreement), but in no event later than 15 days after the Effective Time, and use all reasonable efforts to keep the Public Shelf Registration Statement (as defined in the Merger Agreement) effective until the earliest to occur of: (i) such date as all of the Registrable Securities have been resold, (ii) such time as all of the Registrable Securities can be resold pursuant to Rule 144(k) under the Securities Act and (iii) the third anniversary of the Effective Time. (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during such period in accordance with the Registration Statement and to keep intended methods of disposition by the sellers thereof set forth in such Registration Statement effective until the expiration of the Effectiveness Periodregistration statement; (c) promptly furnish to the Purchaser each Holder and each underwriter, if any, of Registrable Securities covered by such registration statement such number of copies of such registration statement, each amendment and supplement thereto (in each case including all financial statements, schedules and exhibits thereto), the Registration Statement and the Prospectus prospectus included therein in such registration statement (including each preliminary Prospectus) prospectus), in conformity with the requirements of the Securities Act, copies of any correspondence with the SEC or its staff relating to the registration statement and such other documents as the Purchaser any Holder or underwriter may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered by the Registration StatementSecurities; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the securities or "blue sky" sky laws of such jurisdictions within as any Holder or each underwriter, if any, reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder and each underwriter, if any, to consummate the United States as disposition in such jurisdictions of the Purchaser may reasonably request, provided, however, Registrable Securities; provided that the Company shall Public will not for any such purpose be required to (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction or to (iii) consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser selling Holders (the facts prompting which notification the selling Holders shall keep confidential) at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge comes to Public's attention if as a result of which such event the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, and Public will promptly prepare and furnish to the selling Holders a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the circumstances then existing; andstatements therein not misleading; (f) use its best efforts to prevent the issuance of and obtain the withdrawal of any stop order suspending the effectiveness of a registration statement relating to the Registrable Securities or of any order preventing or suspending the use of any preliminary or final prospectus at the earliest practicable moment; (g) if requested by the managing underwriter or underwriters or any Holder, immediately incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriters and each applicable selling Holder agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post- effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; (h) cooperate with the Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request prior to any sale of the Registrable Securities to the underwriters; (i) use its best efforts to cause all such Registrable Securities to be listed on a national securities exchange or quotation system, and on each securities exchange or quotation system on which similar securities issued by Public are then listed, and enter into such customary agreements including a listing application and indemnification agreement in customary form, provided that the applicable listing requirements are satisfied, and to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement no later than the effective date of such registration statement; (j) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as a selling Holder or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including customary indemnification and supporting Holders' efforts to execute block trades with institutional buyers, including without limitation, making appropriate members of senior management of Public available (subject to consulting with them in advance as to schedule) for customary participation in telephonic, in-person conferences or "road show" presentations to potential investors; (k) make available for inspection by the Purchaser selling Holders, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any Holder or underwriter (collectively, the Purchaser"Inspectors"), all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the CompanyPublic and its subsidiaries, if any, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyPublic's and its subsidiaries' officers, directors and employees to supply all publicly available, non-confidential information and respond to all inquiries reasonably requested by any such Inspector in connection with such registration statement; (l) use its best efforts to obtain (i) an opinion or opinions of counsel to Public and (ii) a "cold comfort" letter or letters from Public's independent public accountants in customary form and covering such matters of the attorneytype customarily covered by opinions and "cold comfort" letters as the selling Holders or the underwriter requests; (m) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, accountant and make available to its security holders, within the required time periods, an earnings statement covering a period of at least twelve months, beginning with the first month after the effective date of the registration statement (as the term "effective date" is defined in Rule 158(c) under the Securities Act), which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder or any successor provisions thereto; (n) promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after initial filing of the registration statement), provide copies of such document to counsel to the selling Holders and to the managing underwriters, if any, make Public's representatives available for discussion of such document and give due consideration to changes in such document prior to the filing thereof as counsel for the selling Holders may propose; (o) promptly notify the selling Holders, counsel for the selling Holders and the managing underwriter or agent, (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of the receipt of any comments from the SEC, (iii) of any request of the SEC to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes; (p) cooperate with the selling Holders and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with or any other securities exchange and/or the NASD; (q) in the case of a Public Shelf Registration Statement, upon the occurrence or any event contemplated by clause (e) above, prepare and file with the SEC a post-effective amendment to the Public Shelf Registration Statement or a supplement to the prospectus or any other required document so that, as thereafter delivered to the purchasers of the Purchasersecurities being sold thereunder, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (r) in the case of a Public Shelf Registration Statement, promptly notify the selling Holders, counsel for the selling Holders and any managing underwriter or agent and confirm the notice in writing, (i) when the Public Shelf Registration Statement, or any post-effective amendment to the Public Shelf Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of the receipt of any comments from the SEC, (iii) of any request of the SEC to amend the Public Shelf Registration Statement or amend or supplement the prospectus or for additional information, (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the Public Shelf Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Public Shelf Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes and (v) of Public's reasonable determination that a post-effective amendment to the Public Shelf Registration Statement would be appropriate. It shall be a condition precedent to the obligation of Public to take any action pursuant to this Agreement in respect of the Registrable Securities which are to be registered at the request of any Holder that such Holder shall furnish to Public such information regarding the Registrable Securities held by such Holder and the intended method of disposition thereof as Public shall reasonably request in connection with such registration. Each Holder agrees that, upon receipt of any notice from Public of the happening of any event of the kind described in Section 5(e) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder receives the copies of the prospectus supplement or amendment contemplated by Section 5(e) hereof, and, if so directed by Public, such Holder will deliver to Public (at Public's expense) all copies, other than permanent file copies, then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event Public shall give any such notice, the period mentioned in Section 5(b) hereof shall be extended by the greater of (i) three months or (ii) the number of days during the period from and including the date of the giving of such notice pursuant to Section 5(e) hereof to and including the date when such Holder shall have received the copies of the prospectus supplement or amendment contemplated by Section 5(e) hereof.

Registration Procedures. If and whenever Whenever the Company is required by the provisions hereof holders of Registrable Securities have properly requested that any Registrable Securities be registered pursuant to this Agreement, Parent shall use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities ActAct of the sale of such Registrable Securities in accordance with the intended method of disposition thereof, the Company will, and pursuant thereto Parent shall as expeditiously as possible: (a) 5.1 prepare and file with the Commission the Registration Statement a registration statement and such amendments and supplements as may be necessary with respect to such Registrable SecuritiesSecurities and, respond as promptly as possible subject to any comments received from the Commissionpostponement and suspension provisions of Sections 2.4 and 5.2, and use its best commercially reasonable efforts to cause the Registration Statement such registration statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoeffective; (b) 5.2 notify each holder of Registrable Securities of the effectiveness of the registration statement filed hereunder and prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 30 days (or until the distribution described in the registration statement has been completed or such lesser period of time as Parent or any seller may be required under the Securities Act to deliver a prospectus in connection with any sale of Registrable Securities and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers set forth in such registration statement); provided, however, that at any time, upon written notice to the participating holders of Registrable Securities, Parent may suspend the use or effectiveness of any registration statement (and the holders of Registrable Securities covered participating in such offering hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) upon and continuing until the discontinuation of (i) the issuance by the Registration Statement and Commission of a stop order with respect to keep such Registration Statement effective until registration statement or the expiration initiation of proceedings with respect to such registration statement under Section 8(d) or 8(e) of the Effectiveness Securities Act, (ii) the occurrence of any event or the existence of any fact as a result of which (A) any registration statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (B) any prospectus included in any such registration statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the occurrence or existence of any pending corporate development, including without limitation any such development that may (y) interfere with or adversely affect the negotiation or completion of any material transaction or other material event that is being contemplated by Parent or (z) involve initial or continuing disclosure obligations relating to a material event or material state of facts regarding Parent the disclosure of which would, in the reasonable judgment of Parent, be adverse to its interests, that, in the reasonable discretion of Parent, makes it appropriate to suspend the availability of any registration statement and the related prospectus (each of (i), (ii) and (iii) above is hereinafter referred to as a “Suspension Period”); provided that Parent’s right to suspend under clause (iii) above shall be subject to the restrictions on the length of any suspensions or postponements in any 12-month period set forth in Section 2.4 and shall be aggregated with the length of suspension and postpone periods under Section 2.4, such that Parent shall not be permitted to postpone or suspend, for more than 90 days in any 12-month period the filing, effectiveness or use of a registration statement for a Demand Registration pursuant to Section 2.4 and/or clause (iii) of this Section 5.2 taken together. In the event that Parent shall exercise its rights hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period; (c) 5.3 furnish to the Purchaser each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the Registration Statement and the Prospectus prospectus included therein in such registration statement (including each preliminary Prospectusprospectus) and such other documents as the Purchaser such seller may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration Statementsuch seller; (d) 5.4 use its commercially reasonable efforts to register or qualify the Purchaser's such Registrable Securities covered by the Registration Statement under the such other securities or "blue sky" sky laws of such jurisdictions within as may be reasonably requested by any such seller and do any and all other reasonable acts and things which may be necessary or reasonably advisable to enable such seller to consummate the United States as disposition in such jurisdictions of the Purchaser may reasonably request, Registrable Securities owned by such seller (provided, however, that the Company Parent shall not for any such purpose be required to (a) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this subsection, (b) subject itself to taxation in any such jurisdiction or to (c) consent to general service of process in any such jurisdiction); (e) list the 5.5 promptly notify each seller of such Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Securities, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made, not misleading, and, at the request of any such seller, Parent shall promptly prepare a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the sellers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in which event the periods mentioned in Section 5.2 shall be extended by the length of the period from and including the date when each seller of such Registrable Securities shall have received such notice to the date on which each such seller has received the copies of the supplemented or amended prospectus contemplated under this Section 5.5; 5.6 use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange and/or quotation system on which Parent Common Stock is then existing; andlisted and/or quoted; 5.7 provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; 5.8 in the case of an underwritten offering, enter into such customary agreements (gincluding underwriting agreements in customary form) and take all such other actions as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, except to the extent any such agreement or other action would materially interfere with the conduct of Parent’s business; 5.9 in the case of an underwritten offering, make available for inspection by the Purchaser any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, at the Purchaseroffices where normally kept, during normal business hours, all publicly available, non-confidential pertinent financial and other records, pertinent corporate documents and properties of the CompanyParent, and cause the Company's Parent’s officers, directors employees and employees independent accountants to supply all publicly available, non-confidential information reasonably requested by the any such seller, underwriter, attorney, accountant or agent in connection with such registration statement, in each case as is necessary or reasonably advisable (based on the reasonable advice of their respective counsel) to enable such seller or underwriter to exercise their due diligence responsibilities and defenses under the Securities Act; provided, however, that (i) such sellers shall have entered into a customary confidentiality agreement reasonably acceptable to Parent and (ii) such sellers shall use their reasonable best efforts to minimize the disruption to Parent’s business and coordinate any such investigation of the Purchaserbooks, records and properties of Parent and any discussions with Parent’s officers and accountants so that all such investigations occur at the same time; 5.10 otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of Parent’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; 5.11 in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Company Common Stock included in such registration statement for sale in any jurisdiction, Parent shall use its commercially reasonable efforts promptly to obtain the withdrawal of such order; 5.12 use its commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; and 5.13 take such other actions reasonably requested by the sellers of Registrable Securities as are necessary or reasonably advisable in order to facilitate and/or expedite the registration and disposition of any Registrable Securities pursuant to the terms of this Agreement.

Registration Procedures. If and whenever In connection with the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities ActRequired Registration, the Company will, as expeditiously as possible: (a) prior to the filing of the Registration Statement with the Commission, furnish to each holder of Registrable Securities, and their respective counsel, such number of copies of such Registration Statement, each amendment and supplement thereto, the prospectus included in such Registration Statement (including each preliminary prospectus) and such other documents (including all exhibits to be filed with such Registration Statement) as such holder may reasonably request and to use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such reasonable comments as the holders of Registrable Securities or their counsel shall propose; (b) notify each holder of Registrable Securities (i) when the Shelf Registration Statement and any amendments thereto have been filed with the Commission and (ii) if the Commission elects to review such Shelf Registration Statement; (c) notify each holder of Registrable Securities of the effectiveness of the Registration Statement and prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Securities and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Exchange Commission such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until during the expiration of the Effectiveness Effective Period; (cd) furnish to the Purchaser each seller of Registrable Securities such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in such Registration Statement and the Prospectus included therein (including each preliminary Prospectusprospectus) and such other documents as the Purchaser such seller may reasonably may request in order to facilitate the public sale or disposition of the Registrable Securities covered owned by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdictionseller; (e) list include information regarding the holders of Registrable Securities covered and the lawful methods of distribution they have elected for their Registrable Securities provided to the Company in writing as necessary to permit such distribution by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listedmethods specified by such holders; (f) immediately notify the Purchaser each seller of Registrable Securities, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities ActAct of 1933, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained prospectus included in such the Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances under which they were made, not misleading, and promptly prepare a supplement or amendment to such prospectus and, subject to clause (a) above, file any other required document so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each notice given pursuant to this subsection (f) shall be accompanied by an instruction to suspend the use of the prospectus included in the Registration Statement until the Company shall have remedied the basis for such suspension. The Company will promptly notify the holders of Registrable Securities after it has determined in good faith that sales of Registrable Securities have become permissible and will promptly deliver copies of the Registration Statement and the prospectus (as so amended or supplemented, if applicable) to holders of Registrable Securities in accordance with subsection (d) above; (g) notify each holder of Registrable Securities of any written request by the Commission for any amendment or supplement to the Registration Statement or the prospectus included in the Registration Statement or for additional information related to any such amendment or supplement or the receipt by the Company of written notice from the Commission of the institution or threatening of any proceeding for that purpose; (h) notify each holder of Registrable Securities of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or suspending or preventing the use of any related offering document or the receipt by the Company of notice from the Commission of the institution or threatening of any proceeding for such purpose and, if issued, to use best efforts to obtain as soon as possible the withdrawal thereof; (i) notify each holder of Registrable Securities of the receipt by the Company of any written notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction, or the receipt by the Company of written notice from the applicable governmental authority of the institution or threatening of any proceeding for such purpose and, if issued, to use best efforts to obtain as soon as possible the withdrawal thereof; (j) use its best efforts to cause all such Registrable Securities to be listed on the Nasdaq National Market or other stock exchange or trading or quotation system on which the Common Stock then existingtrades or is quoted; (k) otherwise use best efforts to comply with the rules and regulations of the Commission and any such stock exchange or trading or quotation system contemplated by clause (i) above; (l) use best efforts to register or qualify the Registrable Securities for sale under the laws of any state in the United States of America as any seller of Registrable Securities shall reasonably request in writing and take such actions as may be reasonably necessary or advisable to enable such seller to consummate the disposition in such state of Registrable Securities owned by such seller; and (gm) make available for inspection cooperate with the holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement free of any restrictive legend and registered in such names as the holders of Registrable Securities may reasonably request in connection with the sale of Registrable Securities. If the Company shall give any such notice to suspend the disposition of Registrable Securities pursuant to the Registration Statement, the Effective Period shall automatically be extended by the Purchaser number of days during the period from and any attorney, accountant or other agent retained by including the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties date of the Company, giving of such notice to and cause including the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by date when the attorney, accountant or agent holders of Registrable Securities shall have received copies of the Purchasersupplemented or amended prospectus necessary to resume such dispositions or they otherwise receive notice from the Company that a suspension is no longer in effect. The Company’s transfer agent and registrar is American Stock Transfer & Trust Company and the CUSIP number for its common stock is ▇▇▇▇▇▇▇▇▇.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable commercial efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser Purchasers copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser Purchasers such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser Purchasers reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Purchasers’ Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser Purchasers may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser Purchasers at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser Purchasers and any attorney, accountant or other agent retained by the PurchaserPurchasers, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserPurchasers.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, request provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best reasonable commercial efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each the preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable commercial efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of the resale of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to (i) qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction where it would not otherwise be required to qualify but for this Section 3(d) or (ii) subject itself to general taxation in any such jurisdiction, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the PurchaserPurchaser (each an "Inspector" and collectively, the "Inspectors"), all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the CompanyCompany (collectively the "Records"), and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement a registration statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, providedPROVIDED, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately promptly notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever In connection with the obligations of the Company is required with respect to the Registration Statement contemplated by the provisions hereof to effect the registration of any Registrable Securities under the Securities ActSection 2 hereof, the Company will, as expeditiously as possibleshall: (a) prepare and file with the Commission SEC, as specified in this Agreement, the Registration Statement that complies as to form in all material respects with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause requirements of the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoSEC; (b) except as provided below in this Section 3, prepare and file with the Commission SEC such amendments and supplements post-effective amendments to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for the Applicable Period, and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such in accordance with the sellers' intended method of disposition set forth in the Registration Statement effective until the expiration of the Effectiveness Periodfor such period; (c) furnish to the Purchaser each Holder of Registrable Securities, without charge, such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably requestsellers of Registrable Securities, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list subject to the limitations described below in this Section 3, notify each Holder of Registrable Securities covered by promptly (i) when the Registration Statement with has become effective and when any securities exchange on which the Common Stock post-effective amendments and supplements thereto become effective, (ii) of the Company is then listed; issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (fiii) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which during the Company has knowledge period the Registration Statement is effective as a result of which the Registration Statement or the related Prospectus contained in such Registration Statement, as then in effect, includes an contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (iv) upon the occurrence of any such event and except as otherwise provided in this Section 3, use commercially reasonable efforts to prepare promptly a supplement or post-effective amendment to the Registration Statement or the Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances under which they were made, not misleading; (f) use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement or any part thereof as promptly as possible; (g) use commercially reasonable efforts to list all Registrable Securities on each securities exchange or quotation system on which the Common Stock is then existinglisted; and (gh) make available pay, or cause to be paid, the Registration Expenses. The Company may require each Holder of Registrable Securities to furnish to the Company in writing such information regarding the proposed distribution by such Holder of such Registrable Securities as the Company may from time to time reasonably request in writing. Following the effectiveness of the Registration Statement, the Company may direct the Holders to suspend sales of Registrable Securities for inspection by such times as the Purchaser and Company deems necessary or advisable, including for up to an aggregate of 120 days in any attorney12-month period in the event that the Company is in possession of material, accountant nonpublic information (including, without limitation, pending negotiations relating to, or other agent retained by the Purchaserconsummation of, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties a merger or acquisition transaction or a recapitalization of the Company, ) which would require the Registration Statement to be amended in order to avoid a violation of the federal securities laws. Each Holder shall notify the Company at least one business day in advance of any proposed sales of Registrable Securities under the Registration Statement. The Company shall establish procedures by which the Holders shall be obligated to notify the Company of a potential sale of Registrable Securities and the Company shall notify each Holder of such procedures prior to the 180th day following the date hereof. The Company further agrees promptly to notify each Holder of any modification to such procedures during the Applicable Period. Failure by any Holder to comply with the procedures established by the Company shall render ineffective such notice. In the case of an event or events that cause the Company's officersCompany to suspend the effectiveness of the Registration Statement, directors and employees the Company shall, in accordance with the procedures the Company has established, provide notice (a "Suspension Notice") to supply all publicly availablethe Holders to suspend sales of the Registrable Securities. No Holder shall effect any sales of the Registrable Securities pursuant to such Registration Statement at any time after it has received a Suspension Notice from the Company and, non-confidential information reasonably requested if so directed by the attorneyCompany, accountant or agent will deliver to the Company all copies of the PurchaserProspectus covering the Registrable Securities held by them at the time of receipt of the Suspension Notice. The Holders may re-commence effecting sales of the Registrable Securities pursuant to the Registration Statement only following further notice to such effect from the Company, in accordance with the procedures reasonably established by the Company.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any shares of Registrable Securities under the Securities Act, the Company will, as expeditiously as possiblereasonably practicable: (a) prepare and file comply with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoSection 9.1 hereof; (b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the Prospectus prospectus used in connection therewith as may be necessary to comply with avoid a Non-Registration Event (as defined below) through the provisions earlier of: (i) six months after the expiration or exercise of the Securities Act with respect Warrant or (ii) such time as all Conversion Shares and Warrant Shares have been sold to the disposition of all Registrable Securities covered by public or may be sold to the Registration Statement and public in a single quarter pursuant to keep such Registration Statement effective until the expiration of the Effectiveness Periodan applicable registration or exemption; (c) furnish to the Purchaser Purchaser, and to each underwriter if any, such number of copies of the Registration Statement registration statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such persons reasonably may request to facilitate the public sale or their disposition of the Registrable Securities securities covered by the Registration Statementsuch registration statement; (d) use its commercially reasonable commercial efforts to register or qualify the Purchaser's Registrable Securities Common Stock covered by the Registration Statement such registration statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may and in the case of an underwritten public offering, the managing underwriter shall reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities Common Stock covered by such registration statement with the Registration Statement with Nasdaq Stock Market or on any securities exchange on which the Common Stock of the Company is then listed;; and (f) immediately as soon as practicable notify the Purchaser and each underwriter under such registration statement at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which which, in the Prospectus Company's reasonable judgment, the prospectus contained in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions of Section 2 hereof to effect use its commercially reasonable efforts to affect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, securities and use its reasonable best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating theretoin an expeditious manner; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective during the Effectiveness Period and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until in accordance with the expiration intended method of the Effectiveness Perioddisposition set forth in such Registration Statement for such period; (c) furnish to the Purchaser each seller of Registrable Securities and to each underwriter such number of copies of the Registration Statement and the Prospectus prospectus included therein (including each preliminary Prospectusprospectus) as the Purchaser such persons reasonably may request in order to facilitate the public sale or intended disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts (i) to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" “Blue Sky” laws of such jurisdictions within the United States as the Purchaser may sellers of Registrable Securities or, in the case of an underwritten public offering, the managing underwriter, reasonably shall request, (ii) to prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements, and take such other actions, as may be necessary to maintain such registration and qualification in effect at all times for the period of distribution contemplated thereby and (iii) to take such further action as may be necessary or advisable to enable the disposition of the Registrable Securities in such jurisdictions, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its commercially reasonable efforts to list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser each seller of Registrable Securities and each underwriter under such Registration Statement, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such Registration Statement, as then in effect, includes an any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingexisting and promptly amend or supplement such Registration Statement to correct any such untrue statement or omission; (g) promptly notify each seller of Registrable Securities of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose and make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time; (h) if the offering is an underwritten offering, enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are usual and customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature, including, without limitation, customary indemnification and contribution provisions; (i) if the offering is an underwritten offering, at the request of any seller of Registrable Securities, use its commercially reasonable efforts to furnish to such seller on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (1) a copy of an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the Investors (or a reliance letter addressed to the Investors), stating that such Registration Statement has become effective under the Securities Act and that (A) to the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the Registration Statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial or statistical information contained therein) and (C) to such other effects as reasonably may be requested by counsel for the Investors and customarily given in an underwritten public offering; and (2) a copy of a letter dated such date from the independent public accountants retained by the Company, addressed to the Investors (or a reliance letter addressed to the Investors), stating that they are independent registered public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the Registration Statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request; (j) take all actions reasonably necessary to facilitate the timely preparation and delivery of certificates (not bearing any legend restricting the sale or transfer of such securities) representing the Registrable Securities to be sold pursuant to the Registration Statement and to enable such certificates to be in such denominations and registered in such names as the Investor or any underwriters may reasonably request; and (gk) make available for inspection by take all other reasonable actions necessary to expedite and facilitate the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties registration of the Company, and cause Registrable Securities pursuant to the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the PurchaserRegistration Statement.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) Within 120 days after the issuance of the Note, Borrower shall prepare and file or cause to be filed with the Commission SEC a registration statement (the Registration Statement "REGISTRATION STATEMENT") with respect to such Registrable Securitiesthe Lender Stock and the shares of Common Stock underlying the Warrants (collectively, respond as promptly as possible to any comments received from the Commission, and "REGISTRABLE SHARES"). Borrower shall thereafter use its best efforts diligence in attempting to cause the Registration Statement to become be declared effective by the SEC and remain shall thereafter use reasonable efforts to maintain the effectiveness of the Registration Statement until the earlier to occur of (i) the date which is one year from the effective date of the Registration Statement, (ii) the date on which all of the Warrants and Registrable Shares are no longer held by Lender or (iii) the date on which no warrants are held by Lender and the Registrable Shares held by Lender can be resold pursuant to Rule 144. b) Following effectiveness of the Registration Statement, Borrower shall furnish to Lender a prospectus as well as such other documents as Lender may reasonably request. c) Borrower shall use reasonable efforts to (i) register or otherwise qualify the Registrable Shares for sale under the Effectiveness Period with respect theretosecurities laws of such jurisdictions as Lender may reasonably request, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (bii) prepare and file with the Commission in those jurisdictions such amendments (including post-effective amendments) and supplements to the Registration Statement and the Prospectus used in connection therewith as may be required, (iii) take such other actions as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of maintain such registrations and/or qualifications in effect at all Registrable Securities covered by times while the Registration Statement is likewise maintained effective and (iv) take all other actions reasonably necessary or advisable to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of qualify the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of Shares for sale in such jurisdictions within the United States as the Purchaser may reasonably request, jurisdictions; provided, however, that the Company Borrower shall not for any such purpose be required to qualify generally to transact business in connection therewith or as a foreign corporation condition thereto to (I) qualify to do business in any jurisdiction where it is would not so qualified or otherwise be required to qualify but for this SECTION 9(C), (II) subject itself to general taxation in any such jurisdiction, (III) file a general consent to general service of process in any such jurisdiction;, (IV) provide any undertakings that cause more than nominal expense or burden to Borrower or (V) make any change in its certificate of incorporation or bylaws, which in each case the Board of Directors of Borrower determines to be contrary to the best interests of Borrower and its stockholders. (ed) list the Registrable Securities covered by Borrower shall, following effectiveness of the Registration Statement with Statement, as promptly as practicable after becoming aware of any securities exchange on which the Common Stock of the Company is then listed; (f) immediately such event, notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, Lender of the happening of any event of which the Company Borrower has knowledge knowledge, as a result of which the Prospectus contained prospectus included in such the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made, not misleading, and use reasonable efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and deliver a number of copies of such supplement or amendment to Lender or as Lender may reasonably request. Borrower may voluntarily suspend the effectiveness of such Registration Statement for a limited time, which in no event shall be longer than 90 days, if Borrower has been advised by legal counsel that the offering of Common Stock pursuant to the Registration Statement would adversely affect, or would be improper in view of (or improper without disclosure in a prospectus), a proposed financing, a reorganization, recapitalization, merger, consolidation, or similar transaction involving Borrower or its subsidiaries, and, during such suspension, Lender and its affiliates shall not sell or otherwise dispose for value any Registered Shares, in which event the one year period referred to in clause (i) of SECTION 9(A) shall be extended for an additional period of time beyond such one year period for an additional period of time equal to the number of days the effectiveness thereof has been suspended pursuant to this sentence. e) Following effectiveness of the Registration Statement, Borrower, as promptly as practicable after becoming aware of any such event, will notify Lender of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time. f) Following effectiveness of the Registration Statement, Borrower will use reasonable efforts either to (i) cause all the Registrable Shares to be listed on each national securities exchange on which similar securities issued by Borrower are then existing; andlisted, if any, if the listing of the Registrable Shares is then permitted under the rules of such exchange, or (ii) secure the quotation of the Registrable Shares on the Nasdaq Stock Market, Inc. ("NASDAQ"), if the listing of the Registrable Shares is then permitted under the rules of Nasdaq, or (iii) if, despite Borrower's reasonable efforts to satisfy the preceding clause (i) or (ii), Borrower is unsuccessful in satisfying the preceding clause (i) or (ii) and without limiting the generality of the foregoing, to use reasonable efforts to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. as such with respect to such Common Stock. (g) Provide a transfer agent and registrar, which may be a single entity, for the Registrable Shares not later than the effective date of the Registration Statement. h) It shall be a condition precedent to the obligations of Borrower to take any action pursuant to this SECTION 9 that Lender shall furnish to Borrower such information regarding itself as Borrower may reasonably request to effect the registration of the Registrable Shares and shall execute such documents in connection with such registration as Borrower may reasonably request. i) Lender agrees to cooperate with Borrower in any manner reasonably requested by Borrower in connection with the preparation and filing of the Registration Statement hereunder. j) Lender agrees that, upon receipt of any notice from Borrower of the happening of any event of the kind described in SECTION 9(D) or 9(E), Lender will immediately discontinue disposition of Registrable Shares pursuant to the Registration Statement until Lender receives notice from Borrower that sales may resume and copies of the supplemented or amended prospectus and, if so directed by Borrower, shall deliver to Borrower (at the expense of Borrower) or destroy (and deliver to Borrower a certificate of destruction) all copies in Lender's possession of the prospectus covering the Registrable Shares current at the time of receipt of such notice. k) All expenses, other than (i) underwriting discounts and commissions, (ii) other fees and expenses of investment bankers and (iii) brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to this SECTION 9, including, without limitation, all registration, listing and qualification fees, printers and accounting fees and the fees and disbursements of counsel to Borrower, shall be borne by Borrower. l) To the extent permitted by law, Borrower will indemnify and hold harmless Lender, the directors, if any, of Lender, the officers, if any, of Lender, each person, if any, who controls Lender within the meaning of the Securities Act or the Exchange Act, any underwriter (as defined in the Securities Act) for Lender, the directors, if any, of such underwriter and the officers, if any, of such underwriter, and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Exchange Act (each, an "INDEMNIFIED PERSON"), against any losses, claims, damages, expenses or liabilities (joint or several) (collectively, "CLAIMS") to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations in the Registration Statement, or any post effective amendment thereof, or any prospectus included therein: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post effective amendment thereof or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if Borrower files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation by Borrower of the Securities Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (the matters in the foregoing clauses (i) through (iii) are hereinafter collectively referred to as the "VIOLATIONS"). Subject to the restrictions set forth in SECTION 9(N) with respect to the number of legal counsel, Borrower shall reimburse Lender and each such underwriter or controlling person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnity contained in this SECTION 9(L) (I) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to Borrower by any Indemnified Person or underwriter for such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (II) with respect to any preliminary prospectus shall not inure to the benefit of any person from whom the person asserting any Claim purchased the Restricted Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, if such final prospectus was timely made available by Borrower; (III) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of Borrower, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Restricted Securities by Lender; and (IV) shall not apply to a Claim arising out of or based upon the failure of an Indemnified Person to deliver a final prospectus to purchasers of Registrable Securities if Borrower provided such final prospectus to the Indemnified Person. m) Lender agrees to indemnify and hold harmless, to the same extent and in the same manner set forth in SECTION 9(L), Borrower, each of its directors, each of its officers who signs the Registration Statement, each person, if any, who controls Borrower within the meaning of the Securities Act or the Exchange Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such stockholder or underwriter within the meaning of the Securities Act or the Exchange Act (each such person and each Indemnified Person, an "INDEMNIFIED PARTY"), against any Claim to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim arises out of or is based upon any Violation by Lender, in each case to the extent (and only to the extent) that (I) such Violation occurs in reliance upon and in conformity with written information furnished to Borrower by Lender expressly for inspection use in connection with such Registration Statement or such prospectus or (II) is a result of the breach of federal or state securities laws pertaining to the transfer by Lender of the Restricted Securities or the securities underlying the Restricted Securities; and Lender will reimburse any reasonable legal or other expenses reasonably incurred by any Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity contained in this SECTION 9(M) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of Lender, which consent shall not be unreasonably withheld; provided, further, that Lender shall be liable under this SECTION 9(M) for only that amount of a Claim as does not exceed the net proceeds to Lender as a result of the sale of Shares pursuant to such Registration Statement or such prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Restricted Securities (or underlying securities) by Lender. Notwithstanding anything to the contrary contained herein the indemnity contained in this SECTION 9(M) with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented. n) Promptly after receipt by an Indemnified Person or Indemnified Party under SECTION 9(L) or 9(M) of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is made against any indemnifying party under this SECTION 9, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, assume control of the defense thereof with counsel mutually satisfactory to the indemnifying parties; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel, with the fees and expenses to be paid by the Purchaser and any attorneyindemnifying party, accountant or other agent if, in the reasonable opinion of counsel retained by the Purchaserindemnifying party, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties the representation by such counsel of the CompanyIndemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential conflicts of interest between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. Except as provided in the preceding sentence, and cause Borrower shall pay for only one separate legal counsel for the Company's officers, directors and employees Indemnified Persons. The failure to supply all publicly available, non-confidential information reasonably requested by deliver written notice to the attorney, accountant or agent indemnifying party within a reasonable time of the Purchasercommencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this SECTION 9, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnity required by this SECTION 9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) 142.1 prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) 142.2 prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) 142.3 furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) 142.4 use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) 142.5 list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) 142.6 immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) 142.7 make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser. It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Section with respect to the Registrable Securities of Purchaser that Purchaser shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Purchaser's Registrable Securities.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably . 06/27/2005 4 request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the Upon commencement of a registration of any Registrable Securities under the Securities Actsecurities subject to this agreement, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and issuer shall use its best efforts to cause the Registration Statement registration to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser as quickly as is practical. The issuer shall furnish Holder(s) copies of all filings registration statements, prospectus', amendments and Commission letters of comment relating thereto; (b) prepare and file exhibits as filed with the Commission such amendments and supplements SEC, as well as with any state jurisdiction. The issuer will use its best efforts to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of "Blue Sky" the Registrable Securities covered in such jurisdictions as the Holder(s) reasonably request(s) and to be approved by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement any other authority reasonably necessary under the securities circumstances. The issuer shall immediately notify Holder(s) of the delivery of any prospectus related to the Registrable Securities, and the happening or "blue sky" laws omitting of such jurisdictions within any material event or fact that would make any representation in the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for prospectus or any registration statement false or misleading in a material way. The issuer covenants and agrees to immediately amend any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified prospectus or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue registration statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading comply with all applicable law. The issuer covenants and agrees to enter into or take such actions as are usual and accustomed in light the facilitation of the circumstances then existing; and (g) disposition of the Registrable Securities. The issuer shall make available for inspection by inspection, upon reasonable advance notice and during regular business hours, to any Holder(s) or qualified representative thereof, any information and material contained or alluded to within any prospectus or registration statement regarding the Purchaser Registrable Securities. The issuer will use its best efforts to obtain opinions of counsel and any attorney, accountant or other agent retained by accountants normally associated with a public registration of securities of this nature and otherwise use its best efforts to comply with applicable law and regulations regarding the Purchaser, all publicly available, non-confidential financial sale of securities under the Act. The issuer may require Holder(s) to supply information as is reasonably and other records, pertinent corporate documents normally necessary to effectuate the registration and properties sale of the Company, Registrable Securities. The Holder(s) agrees to comply with all applicable laws and cause regulations in the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent transfer of the PurchaserRegistrable Securities.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts bestefforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto;; 3 ------------------------------------------------------------------------------------------------------- (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the applicable Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the applicable Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the such Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the such Registration Statement; ; A&R Registration Rights Agreement 4 (d) use its commercially reasonable best efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the such Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best commercially reasonable efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed;; and (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever In the case of each registration effected by the Company is required by the provisions hereof pursuant to effect the registration of any Registrable Securities under the Securities Actthis Agreement, the Company will advise each Holder in writing as to the initiation of each registration and as to the completion thereof. The Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to Keep such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain registration effective for a period of ninety (90) days or until each Holder has completed the Effectiveness Period with respect distribution described in the registration statement relating thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto;whichever first occurs. (b) prepare Furnish such number of prospectuses and file with the Commission such amendments and supplements other documents incident thereto as each Holder from time to the Registration Statement and the Prospectus used in connection therewith as time may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period;reasonably request. (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale Register or disposition of qualify the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the Registration Statement such registration under the such other securities or "blue sky" sky laws of such jurisdictions within jurisdiction (subject to the United States approval of any managing underwriter involved) as the Purchaser may each Holder shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the Registrable Securities; provided, however, that the Company shall not for any such purpose be required obligated, by reason thereof, to qualify generally to transact business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify or to consent to general service of process in any such jurisdiction or subject itself to taxation as doing business in any such jurisdiction;. (ed) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of Notify each Holder promptly after the Company is then listed; (f) immediately notify the Purchaser at shall receive notice or have knowledge that any time when a Prospectus relating thereto registration statement, supplement or amendment has become effective, any registration statement is required to be delivered under amended or supplemented, any stop order has been issued, of the suspension of the qualification of the Registrable Securities Actfor sale in any jurisdiction or the initiation of a proceeding for that purpose, or of the happening of any event of which the Company has knowledge as a result of which which, the Prospectus contained prospectus included in such Registration Statement, registration statement as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. (e) Make every reasonable effort to obtain at the earliest possible moment the withdrawal of any order suspending the effectiveness of a registration statement or suspending the qualification of any of the Registrable Securities for sale in any jurisdiction. (f) Promptly prepare and furnish to each Holder a reasonable number of copies of a supplement to or an amendment of a prospectus as may be necessary so that such prospectus shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; andunder which they were made. (g) make Include the Registrable Securities for listing on any national securities exchange on which the Company's Common Stock is listed. (h) Make available for inspection by the Purchaser a representative of each Holder, any underwriters participating in any disposition pursuant hereto, and any attorney, attorney or accountant or other agent retained by the Purchasersuch Holders or such underwriters, upon reasonable notice during normal business hours all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such registration; provided that any such records, information or documents that are designated by the attorneyCompany in writing as confidential shall be kept confidential by such persons unless disclosure of such records, accountant information or agent documents is required by court or administrative order. (i) Make generally available to its securities holders earnings statements satisfying the provisions of Section 11(a) of the PurchaserSecurities Act and Rule 158 thereunder.

Registration Procedures. (a) If and whenever the Company is required by the provisions hereof of this Agreement to use its commercially reasonable efforts to effect the registration of any Registrable Securities Shares under the Securities Act, the Company will, as expeditiously as possible: shall: (ai) prepare and promptly file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, Shares and use its best commercially reasonable efforts to cause the that Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide as soon as practicable; (ii) use its commercially reasonable efforts to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to keep the Registration Statement and effective for 90 days from the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of effective date or such lesser period until all such Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; Shares are sold; (ciii) promptly furnish to the Purchaser such number of copies a copy of the Registration Statement and the Prospectus included therein (Prospectus, including each any preliminary Prospectus) , in conformity with the requirements of the Securities Act, and such other documents as the Purchaser may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by the Registration Statement; Shares; and (div) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities Shares covered by the Registration Statement under the securities or "blue sky" Blue Sky laws of such jurisdictions within states of the United States as the Purchaser may shall reasonably request, ; provided, however, that the Company shall not for any such purpose be required in connection with this paragraph (iv) to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to execute a general consent to general service of process in any such jurisdiction; (e) list jurisdiction or to amend its Certificate of Incorporation or By-laws in a manner that the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock Board of Directors of the Company determines is then listed;inadvisable. (fb) immediately notify If the Company has delivered a Prospectus to the Purchaser at any time when a and, after having done so, the Prospectus relating thereto is required amended to be delivered under comply with the requirements of the Securities Act, the Company shall promptly notify the Purchaser and, if requested, the Purchaser shall immediately cease making offers of Registrable Shares and return all Prospectuses to the Company. The Company shall promptly provide the Purchaser with revised Prospectuses and, following receipt of the happening of any event of which revised Prospectuses, the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits Purchaser shall be free to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light resume making offers of the circumstances then existing; andRegistrable Shares. (gc) make available for inspection by In the Purchaser and any attorneyevent that, accountant or other agent retained by in the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties judgment of the Company, it is advisable to suspend use of a Prospectus included in a Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and cause as to which the Company believes public disclosure would be detrimental to the Company's officers, directors and employees the Company shall notify the Purchaser to supply all publicly availablesuch effect, non-confidential information reasonably requested and, upon receipt of such notice, the Purchaser shall immediately discontinue any sales of Registrable Shares pursuant to such Registration Statement until the Purchaser has received a copy of a supplemented or amended Prospectus or until the Purchase is advised in writing by the attorneyCompany that the then current Prospectus may be used and has received a copy of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything to the contrary herein, accountant the Company shall not exercise its rights under this Section 2.2(c) to suspend sales of Registrable Shares for a period in excess of 60 days consecutively or agent of the Purchaser120 days in any 365-day period.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the a Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's Registrable Securities covered by the such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) list the Registrable Securities covered by the such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) upon prior notice and during regular business hours, make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission the Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best commercially reasonable efforts to cause the Registration Statement to become and remain effective for the Effectiveness Period with respect theretoPeriod, subject to any Discontinuation Events, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period; (c) furnish to the Purchaser such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; (d) use its commercially reasonable efforts to register or qualify the Purchaser's ’s Registrable Securities covered by the Registration Statement under the securities or "“blue sky" ” laws of such jurisdictions within the United States as the Purchaser may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified qualified, or to consent to general service of process in any such jurisdiction, or become subject to income taxation in any such jurisdiction where it is not already so subject; (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser in writing (a “Suspension Notice”) at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingDiscontinuation Event; and (g) make available for inspection by the Purchaser and any attorney, accountant or other agent retained by the PurchaserPurchaser at reasonable times and upon reasonable advance notice, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Purchaser.

Registration Procedures. If and whenever In connection with the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities ActShelf ----------------------- Registration Statement, the Company willshall, as expeditiously soon as possiblepracticable: (a) prepare (and afford counsel for the selling holders reasonable opportunity to review and comment thereon) and file with the Commission the Shelf Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement it to become and remain effective for the Effectiveness Period with respect thereto, and promptly provide period referred to the Purchaser copies of all filings and Commission letters of comment relating theretoin Section 4(b); (b) prepare (and afford counsel for the selling holders reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to the Shelf Registration Statement and the Prospectus prospectus used in connection therewith as may be necessary to keep it effective for the period referred to in Section 4(b) and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Registerable Securities covered by the Shelf Registration Statement and to keep such in accordance with the sellers' intended method of disposition (i.e., underwritten or not underwritten) set forth in the Shelf Registration Statement effective until the expiration of the Effectiveness PeriodStatement; (c) furnish to the Purchaser each seller and to each underwriter such number of copies of the Shelf Registration Statement and the Prospectus prospectus included therein (including each any preliminary Prospectusprospectus) as the Purchaser such persons may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by the Registration StatementRegisterable Securities; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Registerable Securities covered by the Registration Statement under the securities or "blue sky" sky laws of such jurisdictions within the United States as the Purchaser may sellers of Registerable Securities or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request, provided, however, request (provided that the Company shall not for any such purpose be required to (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction or to (iii) consent to general service of process in any such jurisdiction); (e) list the Registrable Securities covered by the Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser each seller and each underwriter, at any time when a Prospectus prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus prospectus contained in such the Shelf Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (f) use its best efforts (if the offering is underwritten) to furnish, at the request of any seller or underwriter, on the date that Registerable Securities are delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller (if requested by a seller), stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the Shelf Registration Statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (C) to such other effects as may reasonably be requested by counsel for the sellers or the underwriters, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the sellers and the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the Shelf Registration Statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters with respect to the registration in respect of which such letter is being given as such underwriters or seller may reasonably request; and (g) make available for inspection by each seller, any underwriter participating in any distribution pursuant to the Purchaser Shelf Registration Statement, and any attorney, accountant or other agent retained by the Purchasersuch seller or underwriter, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the any such seller, underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement. (h) (i) cause all the Registerable Securities covered by the Shelf Registration Statement to be listed on each national securities exchange on which securities of the Purchasersame class or series issued by the Company are then listed, if any, if the listing of such Registerable Securities is then permitted under the rules of such exchange, or (ii) to the extent the securities of the same class or series are not then listed on a national securities exchange, secure the designation and quotation of all Registerable Securities covered by the Shelf Registration Statement on the Nasdaq National Market. If the offering contemplated by the Shelf Registration Statement is an underwritten public offering, the Company shall enter into a written agreement with the managing underwriter in such form and containing such provisions as are customary in the securities business for such an arrangement between major underwriters and companies of the Company's size and investment stature; provided, however, that such agreement shall not contain any such provision applicable to the Company which is inconsistent with the provisions hereof. Each selling holder of Registerable Securities participating in an underwritten public offering shall also enter into and perform its obligations under such an agreement. Following the effectiveness of the Shelf Registration Statement, the Company may, at any time, suspend the effectiveness of such registration for up to 30 days (a "Suspension Period"), by giving notice to the holders of Registerable Securities, if the Company shall have reasonably determined that the Company may be required to disclose any corporate development which disclosure may have a material adverse effect on the business, assets, properties or financial condition of the Company. The Company shall use its best efforts to limit the duration and number of any Suspension Periods. Each holder of Registerable Securities shall, on receipt of any notice from the Company of a Suspension Period, discontinue disposition of the Registerable Securities pursuant to the Shelf Registration Statement, prospectus contained therein, or any amendment or supplement thereof until such holder (i) is notified in writing by the Company that the use of the applicable prospectus may be resumed, (ii) has received copies of a supplemental or amended prospectus, if applicable, or (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus.

Registration Procedures. If In connection with the Company’s registration obligations hereunder, the Company shall: (i) Prepare and whenever file with the Commission on or prior to the Filing Date, a Registration Statement on Form S-3 (or if the Company is required not then eligible to register for resale the Registrable Securities on Form S-3 such registration shall be on another appropriate form) in accordance with the method or methods of distribution thereof as specified by the provisions hereof Holders, and use its commercially reasonable efforts to effect cause the registration Registration Statement to become effective as soon as possible and to remain effective as provided herein. The Company shall provide a copy of the Registration Statement, and any Registrable Securities amendments or supplements thereto, to the Holder by facsimile, e-mail or other method of communication acceptable to the Holder, at least two Business Days prior to filing the same with the Commission and shall incorporate into the same any revisions or changes therein regarding the Holder as the Holder shall reasonably request. The Company shall promptly notify the Holders via facsimile of the effectiveness of the Registration Statement by the third Business Day after the Company receives notification of the effectiveness from the Commission. (ii) If: (A) the Registration Statement is not filed on or prior to the Filing Date, (B) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Business Days of the date that the Company willis notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed,” or is not subject to further review, (C) the Registration Statement filed is not declared effective by the Commission on or before the Effectiveness Date, (D) the Company fails to have the Registrable Securities listed on an Eligible Market at any time during the Effectiveness Period, (E) except as provided in subsection 3(n) below, after the Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 Business Days, or (F) in the event the Holder has been notified in the circumstances and in accordance with subsection 3(n) below, after the Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for an aggregate of 45 days during any 12-month period (which need not be consecutive days) (any such failure or breach being referred to as an “Event,” and for purposes of clause (A), (C) or (D) the date on which such Event occurs, or for purposes of clause (B) or (E), the date on which such five Business Day period is exceeded, or for purposes of clause (F) the date on which such 45 day-period plus is exceeded being referred to as “Event Date”), then on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as expeditiously liquidated damages and not as possible:a penalty, equal to 1.0% of (x) the sum of number of Registrable Securities held by the Holder plus the number of Warrant Shares issuable upon exercise of the Warrants as of the Event Date, multiplied by (y) the closing market price of the Company’s Common Stock on the Event Date; provided, however, that the total amount of payments pursuant to this Section 3(a)(ii) shall not exceed, when aggregated with all such payments paid to the Holder and all other Holders, $3,000,000. The foregoing liquidated damages shall be calculated as of each monthly anniversary of each such Event Date if the applicable Event shall not have been cured by such date. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 8% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. (ab) Prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements necessary to register for resale under the Registration Statement with respect to such Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as reasonably possible to any comments received from the Commission, and use its best efforts in any event within 12 Business Days (except to cause the Registration Statement extent that the Company reasonably requires additional time to become and remain effective for the Effectiveness Period respond to accounting comments), with respect thereto, and promptly provide to the Purchaser copies of all filings and Commission letters of comment relating thereto; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement or any amendment thereto; and the Prospectus used (iv) comply in connection therewith as may be necessary to comply all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement and to keep during the applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement, as amended, or in such Registration Statement effective until the expiration of the Effectiveness Period;Prospectus, as supplemented. (c) furnish Notify the Holders of Registrable Securities to be sold as promptly as reasonably possible: (i) of any comments of the Commission with respect to, or any request by the Commission or any other federal or state governmental authority for amendments or supplements to, the Registration Statement or Prospectus; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the Purchaser suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such number purpose; and (iv) of copies the occurrence of any event that makes any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, Prospectus or other documents so that, in the case of the Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Use its reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of: (i) any order suspending the effectiveness of the Registration Statement; or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (e) Promptly deliver to each Holder, without charge, to the extent requested by such Person, at least one conformed copy of each Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits (including those previously furnished or incorporated by reference) after the filing of such documents with the Commission. (f) On the effective date of the Registration Statement and any post-effective amendment thereto, notify the Holder and promptly, but in any event within two Business Days, deliver to each Holder, without charge, as many copies of the Prospectus included therein or Prospectuses (including each preliminary Prospectusform of prospectus) and each amendment or supplement thereto as such Person may reasonably request; and the Purchaser reasonably may request Company hereby consents to facilitate the public use of such Prospectus and each amendment or supplement thereto, during periods in which such Prospectus and each amendment or supplement thereto are effective, by each Holder in connection with the offering and sale or disposition of the Registrable Securities covered by the Registration Statement;such Prospectus and any amendment or supplement thereto. (dg) Prior to any public offering of Registrable Securities, use its commercially reasonable efforts to register or qualify or cooperate with the Purchaser's Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities covered by the Registration Statement for offer and sale under the securities or "blue sky" Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Purchaser may reasonably request, Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Registration Statement; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not then so qualified or to consent take any action that would subject it to general service of process in any such jurisdiction;jurisdiction where it is not then so subject or subject the Company to any material tax in any such jurisdiction where it is not then so subject. (eh) list Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities covered to be sold pursuant to a Registration Statement. (i) Upon the occurrence of any event contemplated by Section 3(c), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the Registration Statement with or a supplement to the related Prospectus or any securities exchange on which the Common Stock of the Company is then listed; (f) immediately notify the Purchaser at any time when a Prospectus relating thereto is required document incorporated or deemed to be delivered under the Securities Actincorporated therein by reference, of the happening of and file any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statementother required document so that, as then in effectthereafter delivered, includes neither the Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing; andunder which they were made, not misleading. (gj) make available for inspection During the Effectiveness Period, maintain the listing of such Registrable Securities on the Trading Market or another Eligible Market; (k) If the Registration Statement refers to any Holder by name or otherwise as the Purchaser and holder of any attorney, accountant or other agent retained by the Purchaser, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties securities of the Company, then such Holder shall have the right to require (if such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force) the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required. Each Holder covenants and cause agrees that: (i) it will not sell any Registrable Securities pursuant to the Company's Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3(f) and written notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3(f); (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery and employees all other requirements of the Securities Act as applicable to supply all publicly availablethem in connection with sales of Registrable Securities pursuant to the Registration Statement; and (iii) it will furnish to the Company information regarding such Holder and the distribution of such Registrable Securities as is required by law to be disclosed in the Registration Statement, and the Company may exclude from such registration the Registrable Securities of any such Holder who fails to furnish such information prior to the earlier of the time the Registration Statement is filed or a reasonable time after receiving such request. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c)(i), 3(c)(ii), 3(c)(iii), or 3(c)(iv), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3(i), or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (l) Not sell, offer for sale or solicit offers for sale or to buy, and shall use its best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Registrable Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Holders or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market. (m) Not permit any of its security holders (other than the Holder in such capacity pursuant hereto) to include securities of the Company in the Registration Statement other than the Registrable Securities, and the Company shall not after the date hereof enter into any agreement providing any such right to any of its security holders. (n) Notwithstanding anything to the contrary in this Section 3, if at any time after the date the Registration Statement is declared effective the Company furnishes to the Holder a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such Registration Statement to remain effective for as long as such Registration Statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material non-confidential public information reasonably requested by that the attorneyCompany has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, accountant then the Company shall have the right to suspend effectiveness of a Registration Statement for a period not to exceed 15 consecutive Business Days; provided, however, that the Company may not suspend its obligation under this Section 3(n) for more than 30 Business Days in the aggregate during any 12-month period; and provided, further, that no such postponement or agent suspension shall be permitted for consecutive 15 Business Day periods arising out of the Purchasersame set of facts, circumstances or transactions.