Common use of Registration Provisions Clause in Contracts

Registration Provisions. Lender hereby agrees that following the registration of the 8,134,002 shares of Common Stock related to the underwriting agreement attached hereto as Exhibit B (the “Underwriting Agreement”), any subsequent Loan and public sale of Loaned Shares would require registration under the Securities Act. Accordingly, Lender, at its expense, shall use commercially reasonable efforts to register the public sale of Loaned Shares in connection with any such Loan in a form and manner reasonably satisfactory to Borrower, including, without limitation, as promptly as practicable filing a registration statement providing for the registration of, and the sale by the underwriter(s) in an underwritten offering of such securities, causing the registration statement to be declared effective as promptly as practicable, keeping the registration effective, supplemented and amended as required by federal and state securities laws in order to permit the prospectus forming part of the registration statement to be usable by the underwriter(s) in the public offering for such period of time as reasonably required by the Borrower or the underwriter(s), causing the registration statement and any related prospectus and any amendment or supplement to comply in all material respects with the applicable requirements of the Securities Act and not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. In addition, Lender shall enter into an underwriting agreement substantially in the form of the Underwriting Agreement (including, without limitation, substantially equivalent representations and warranties, covenants, closing conditions and indemnities) and provide or cause to be provided customary lock-ups of Lender’s officers, directors and significant stockholders. Lender shall afford Borrower and its representatives and agents an opportunity to conduct an appropriate “due diligence” investigation to Borrower’s reasonable satisfaction, all at the expense of Lender, including, without limitation, providing the access referred to in Section 3(v) (Use of Personnel and Documents) and providing substantially equivalent deliveries set forth in the Underwriting Agreement, including comfort letters from auditors and legal opinions. Borrower shall provide reasonable written notice to Lender of any request for the registration of Loaned Shares pursuant to this Section 21 and Lender shall have a commercially reasonable period of time in which to comply with any such request. Lender shall use its commercially reasonable efforts to furnish copies of the registration statement, prospectus, and amendments or supplements thereto to the Borrower and the underwriter(s) and to reflect in such documents such comments as the underwriters reasonably propose. In no event shall this Section 21 require Lender to register shares of Common Stock in excess of the Maximum Number of Shares or to effect such registration on more than 5 occasions; provided that each request for registration shall be for a number of Loan Shares not less than 250,000 Loan Shares provided that if the number of Loan Shares that have not been registered is less than 250,000, then such request may be for such lesser number. The Lender has not entered into, and agrees not to enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Borrower and underwriter(s) herein or that otherwise conflicts with the provisions hereof. At the Borrower’s request, the Lender will enter into a registration rights agreement reflecting the terms set forth in this paragraph and other customary terms.

Registration Provisions. Lender hereby agrees that following the a. The Company shall, at its own expense, file a registration of the 8,134,002 shares of Common Stock related to the underwriting agreement attached hereto as Exhibit B statement (the “Underwriting Agreement”), any subsequent Loan and public sale of Loaned Shares would require registration "Registration Statement") under the Securities Act. Accordingly, Lender, at its expense, shall use commercially reasonable efforts to register Act covering the public sale or resale of Loaned Shares in connection with any such Loan in a form and manner reasonably satisfactory to Borrower, including, without limitation, as promptly as practicable filing a registration statement providing for the registration ofWarrant Shares, and the sale by the underwriter(s) in an underwritten offering of such securities, causing the registration statement to be declared effective as promptly as practicable, keeping the registration effective, supplemented and amended as required by federal and state securities laws in order to permit the prospectus forming part of the registration statement to be usable by the underwriter(s) in the public offering for such period of time as reasonably required by the Borrower or the underwriter(s), causing the registration statement and any related prospectus and any amendment or supplement to comply in all material respects with the applicable requirements of the Securities Act and not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. In addition, Lender shall enter into an underwriting agreement substantially in the form of the Underwriting Agreement (including, without limitation, substantially equivalent representations and warranties, covenants, closing conditions and indemnities) and provide or cause to be provided customary lock-ups of Lender’s officers, directors and significant stockholders. Lender shall afford Borrower and its representatives and agents an opportunity to conduct an appropriate “due diligence” investigation to Borrower’s reasonable satisfaction, all at the expense of Lender, including, without limitation, providing the access referred to in Section 3(v) (Use of Personnel and Documents) and providing substantially equivalent deliveries set forth in the Underwriting Agreement, including comfort letters from auditors and legal opinions. Borrower shall provide reasonable written notice to Lender of any request for the registration of Loaned Shares pursuant to this Section 21 and Lender shall have a commercially reasonable period of time in which to comply with any such request. Lender shall use its commercially reasonable best efforts to furnish copies cause such Registration Statement to be declared effective not later than November 1, 1999 (i) with respect to the Initial Warrants, and (ii) with respect to the Additional Warrants, the date such Additional Warrants are issued to the Purchaser, provided that the Purchaser shall have provided such information and cooperation in connection therewith as the Company may request. b. The Company will use its commercially reasonable best efforts to: (i) provide a transfer agent and registrar for all Warrant Shares and a CUSIP number for all Warrant Shares; (ii) use its commercially reasonable best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission (the "SEC"); and (iii) file the documents required of the Company. c. The Company may postpone, for up to three (3) months, the filing or the effectiveness of any registration statementrequired by Section 4.a. if the board of directors of the Company determines in good faith that such registration would have a material adverse effect on any proposal or plan of the Company to engage in any transaction involving an acquisition, prospectus, and amendments financing or supplements thereto similar transactions not in the ordinary course of business. d. The Company may include in any registration pursuant to the Borrower and the underwriter(s) and to reflect in such documents such comments as the underwriters reasonably proposeSection 4.a. In no event shall this Section 21 require Lender to register newly-issued shares of Common Stock in excess to be sold by the Company on a primary basis. e. It shall be a condition precedent to the obligation of the Maximum Number Company to take any action pursuant to this Section 4 in respect of Shares or the securities which are to effect be registered that the Purchaser shall furnish to the Company such registration on more than 5 occasions; provided that each information regarding the securities held by the Purchaser and the intended method of disposition thereof as the Company shall reasonably request for registration and as shall be for a number of Loan Shares not less than 250,000 Loan Shares provided that if the number of Loan Shares that have not been registered is less than 250,000, then such request may be for such lesser number. The Lender has not entered into, and agrees not to enter into, any agreement with respect to its securities that is inconsistent required in connection with the rights granted to action taken by the Borrower and underwriter(s) herein or that otherwise conflicts with the Company. f. Notwithstanding any other provisions hereof. At the Borrower’s requestof this Section 4, the Lender will enter into a registration rights agreement reflecting Company shall not be obligated to register any Warrant Shares of any holder after such Warrant Shares are deemed to be freely tradable securities pursuant to Rule 144(k) under the terms set forth in this paragraph and other customary termsSecurities Act.

Registration Provisions. Lender hereby agrees that following With respect to each registration pursuant to this Agreement: (a) Notwithstanding anything herein to the contrary, the Company shall not be required to include in any registration any of the 8,134,002 shares of Common Stock related Registrable Shares owned by a Registering Stockholder if (1) the Company shall deliver to the underwriting agreement attached hereto as Exhibit B (Registering Stockholder an opinion, satisfactory in form, scope and substance to the “Underwriting Agreement”)Registering Stockholder and addressed to the Registering Stockholder by legal counsel satisfactory to the Registering Stockholder, any subsequent Loan and public sale to the effect that the distribution of Loaned such Registrable Shares would require proposed by the Registering Stockholder is exempt from registration under the Securities Act. AccordinglyAct and all applicable state securities laws, Lender(2) such Registering Stockholder or any underwriter of such Registrable Shares shall fail to furnish to the Company the information in respect of the distribution of such Registrable Shares that may be required under this Agreement to be furnished by the Registering Stockholder or the underwriter to the Company or (3) if such registration involves an underwritten offering, at its expensesuch Registrable Shares are not included in such underwritten offering on the same terms and conditions as shall be applicable to the other securities being sold through underwriters in the registration or the Registering Stockholder fails to enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten offering. (b) The Company shall make available for inspection by each Registering Stockholder participating in the registration, each underwriter of Transaction Registrable Shares owned by the Registering Stockholder and their respective accountants, counsel and other representatives all financial and other records, pertinent corporate documents and properties of the Company as shall use commercially reasonable efforts be reasonably necessary to register the public sale of Loaned Shares enable them to exercise their due diligence responsibility in connection with each registration of Transaction Registrable Shares owned by the Registering Stockholder, and shall cause the Company's officers, directors and employees to supply all information reasonably requested by any such Loan person in connection with such registration; provided that records and documents which the Company determines, in good faith, after consultation with counsel for the Company and counsel for the Registering Stockholder or underwriter, as the case may be, to be confidential and which it notifies such persons are confidential shall not be disclosed to them, except in each case to the extent that (1) the disclosure of such records or documents is necessary to avoid or correct a misstatement or omission in the Registration Statement or (2) the release of such records or documents is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Registering Stockholder shall, upon learning that disclosure of any such records or documents is sought in a court of competent jurisdiction, give notice to the Company, and allow the Company, at the Company's expense, to undertake appropriate action and to prevent disclosure of any such records or documents deemed confidential. (c) Each Registering Stockholder shall furnish, and shall cause each underwriter of Transaction Registrable Shares owned by the Registering Stockholder to be distributed pursuant to the registration to furnish, to the Company in writing promptly upon the request of the Company the information regarding the Registering Stockholder or the underwriter, the contemplated distribution of the Transaction Registrable Shares and the other information regarding the proposed distribution by the Registering Stockholder and the underwriter that shall be required in connection with the proposed distribution by the applicable securities laws of the United States of America and the states thereof in which the Transaction Registrable Shares are contemplated to be distributed. The information furnished by any Registering Stockholder or any underwriter shall be certified by the Registering Stockholder or the underwriter, as the case may be, and shall be stated to be specifically for use in connection with the registration. (d) The Company shall use reasonable best efforts to prepare and file with the Securities and Exchange Commission the Registration Statement, including the Prospectus, and each amendment thereof or supplement thereto, under the Securities Act and as required under any applicable state securities laws, on the form that is then required or available for use by the Company to permit each Registering Stockholder, upon the effective date of the Registration Statement, to use the Prospectus in connection with the contemplated distribution by the Registering Stockholder of the Transaction Registrable Shares requested to be so registered. A registration pursuant to Section 1 shall be effected pursuant to Rule 415 (or any similar provision then in force) under the Securities Act if the manner of distribution contemplated by the Registering Stockholder initiating the request for such registration shall include an offering on a delayed or continuous basis. The Company shall furnish to each Registering Stockholder drafts of the Registration Statement and manner the Prospectus and each amendment thereof or supplement thereto for its timely review prior to the filing thereof with the Securities and Exchange Commission and shall use its reasonable best efforts to reflect in each such document, when so filed with the Securities and Exchange Commission, such comments as the Registering Stockholder reasonably satisfactory may propose. If any Registration Statement refers to Borrowerany Registering Stockholder by name or otherwise as the holder of any securities of the Company but such reference is not required by the Securities Act or any similar federal statute then in force, then the Registering Stockholder shall have the right to require, the deletion of such reference. The Company shall deliver to each Registering Stockholder, without charge, such number of copies of the Registration Statement and each amendment or post-effective amendment thereof and such number of copies of each document incorporated therein by reference as the Registering Stockholder may reasonably request. If the registration shall have been initiated solely by the Company or shall not have been initiated by a Registering Stockholder, the Company shall not be obligated to prosecute the registration, and may withdraw the Registration Statement at any time prior to the effectiveness thereof, if the Company shall determine in good faith not to proceed with the offering of securities included in the Registration Statement. In all other cases, the Company shall use reasonable best efforts to cause the Registration Statement to become effective and, as soon as practicable after the effectiveness thereof, shall deliver to each Registering Stockholder evidence of the effectiveness and such number of copies of the Prospectus including any preliminary prospectus and each amendment thereof or supplement thereto as the Registering Stockholder may reasonably request. The Company consents to the use by each Registering Stockholder of each Prospectus and each amendment thereof and supplement thereto in connection with the distribution, in accordance with this Agreement, of the Transaction Registrable Shares owned by the Registering Stockholder. In addition, the Company shall qualify or register under the securities laws or blue sky laws of such states as may be reasonably requested by each Registering Stockholder with respect to the Transaction Registrable Shares of the Registering Stockholder that shall have been included in the Registration Statement, and to continue such registration or qualification in effect for so long as such Registration Statement remains in effect; provided 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 state in which it is not subject to process or qualified as of the date of the request. The Company shall advise each Stockholder and each Registering Stockholder in writing, promptly after the occurrence of any of the following, of (1) the filing of the Registration Statement or any Prospectus, or any amendment thereof or supplement thereto, with the Securities and Exchange Commission, (2) the effectiveness of the Registration Statement and any post-effective amendment thereto, (3) the receipt by the Company of any communication from the Securities Exchange Commission with respect to the Registration Statement or the Prospectus, or any amendment thereof or supplement thereto, including, without limitation, any stop order suspending the effectiveness thereof, any comments with respect thereto and any requests for amendments or supplements and (4) the receipt by the Company of any notification with respect to the suspension of the qualification of Transaction Registrable Shares owned by the Registering Stockholders for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (e) The Company shall use reasonable best efforts to cause the Registration Statement to remain effective under the Securities Act and the Prospectus to remain current, including the filing of necessary amendments, post-effective amendments and supplements, and shall furnish copies of such amendments, post-effective amendments and supplements to the Registering Stockholders, so as to permit the Registering Stockholders to distribute the Transaction Registrable Shares owned by them in their respective manner of distribution during their respective contemplated periods of distribution, but in no event longer than the earlier of six consecutive months from the effective date of the Registration Statement and the consummation of the distribution of the Transaction Registrable Shares included in such registration; provided that the period shall be increased by the number of days that any Registering Stockholder shall have been required by Section 4 to refrain from disposing under the registration any of the Transaction Registrable Shares owned by the Registering Stockholder. During such respective contemplated periods of distribution, the Company shall comply with the provisions of the Securities Act applicable to it with respect to the disposition of all Transaction Registrable Shares owned by the Registering Stockholders that shall have been included in the Registration Statement in accordance with their respective contemplated manner of disposition by the Registering Stockholders set forth in the Registration Statement, the Prospectus or the supplement, as the case may be. (f) Any obligation of the Company under this Agreement, including any obligation to use its reasonable best efforts or take such actions as are reasonably required shall not preclude the Company from taking any action or omitting to take any action (other than omitting to file necessary amendments, post-effective amendments and supplements if a Suspension Notice or Termination Notice is not then in effect pursuant to Section 4 or Section 5, respectively) that would result in the Company issuing a Suspension Notice or Termination Notice. (g) The Company shall notify each Registering Stockholder, at any time when a prospectus with respect to the Transaction Registrable Shares owned by the Registering Stockholders is required to be delivered under the Securities Act, when the Company becomes aware of the happening of any event as a result of which the Prospectus (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the Prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading; and, as promptly as practicable filing a registration statement providing for thereafter, but subject to Sections 4 and 5, the registration of, Company shall use reasonable best efforts to prepare and file with the sale by the underwriter(s) in Securities and Exchange Commission an underwritten offering of such securities, causing the registration statement to be declared effective as promptly as practicable, keeping the registration effective, supplemented and amended as required by federal and state securities laws in order to permit the prospectus forming part of the registration statement to be usable by the underwriter(s) in the public offering for such period of time as reasonably required by the Borrower or the underwriter(s), causing the registration statement and any related prospectus and any amendment or supplement to comply in all material respects with the applicable requirements Registration Statement or the Prospectus so that, as thereafter delivered to the purchasers of the Securities Act and such Transaction Registrable Shares, such Prospectus will not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. In additionThe Company also shall notify each Registering Stockholder, Lender when the Company becomes aware of the occurrence thereof, of the issuance by the Securities and Exchange Commission of an order suspending the effectiveness of the Registration Statement; as promptly as practicable thereafter, but subject to Sections 4 and 5, the Company shall use reasonable best efforts to obtain the withdrawal of such order at the earliest possible moment. (h) If requested by any Registering Stockholder or an underwriter of Transaction Registrable Shares owned by the Registering Stockholder, the Company shall as promptly as practicable prepare and file with the Securities and Exchange Commission an amendment or supplement to the Registration Statement or the Prospectus containing such information as the Registering Stockholder or the underwriter requests to be included therein, including, without limitation, information with respect to the Transaction Registrable Shares being sold by the Registering Stockholder to the underwriter, the purchase price being paid therefor by such underwriter and other terms of the underwritten offering of the Transaction Registrable Shares to be sold in such offering. (i) Each Stockholder shall (1) offer to sell or otherwise distribute Registrable Shares in reliance upon a registration contemplated pursuant to Section 1 or 2 only (A) if the Stockholder is a Registering Stockholder and the Registrable Securities are Transaction Registrable Securities and (B) after the related Registration Statement shall have been filed with the Securities and Exchange Commission, (2) sell or otherwise distribute Registrable Shares in reliance upon such registration only (A) if the Stockholder is a Registering Stockholder and the Registrable Securities are Transaction Registrable Securities and (B) the related Registration Statement is then effective under the Securities Act, (3) not sell or otherwise distribute Transaction Registrable Securities in reliance upon a registration contemplated by Section 1 or 2 during any period specified in a Suspension Notice delivered to the Registering Stockholder pursuant to Section 4 or after receiving a Termination Notice pursuant to Section 5 (until the Registering Stockholder shall have received written notice from the Company pursuant to Section 3(d) that the registration of such Transaction Registrable Shares is again effective), (4) distribute Transaction Registrable Shares only in accordance with the manner of distribution contemplated by the Prospectus with respect to the Transaction Registrable Shares owned by the Registering Stockholder and (5) report to the Company distributions made by the Registering Stockholder of Transaction Registrable Shares pursuant to the Prospectus. Each Registering Stockholder, by participating in a registration pursuant to this Agreement, acknowledges that the remedies of the Company at law for failure by the Registering Stockholder to comply with the undertaking contained in this paragraph (i) would be inadequate and that the failure would not be adequately compensable in damages and would cause irreparable harm to the Company, and therefore agrees that undertakings made by the Registering Stockholder in this paragraph (i) may be specifically enforced. (j) If the registration involves an underwritten offering, each Registering Stockholder shall cause the underwriter or underwriters selected for such underwriting to enter into an underwriting agreement in customary form and shall enter into such Underwriting Agreement with such underwriter or underwriters. (k) If the registration involves an underwritten offering, the Company shall enter into an underwriting agreement substantially in customary form with the form underwriter or underwriters selected for such underwriting and shall deliver to each Registering Stockholder, its counsel and each underwriter of Transaction Registrable Shares owned by the Underwriting Agreement (including, without limitation, substantially equivalent representations and warranties, covenants, closing conditions and indemnities) and provide or cause Registering Stockholders to be provided customary lock-ups of Lender’s officers, directors and significant stockholders. Lender shall afford Borrower and its representatives and agents an opportunity to conduct an appropriate “due diligence” investigation to Borrower’s reasonable satisfaction, all at the expense of Lender, including, without limitation, providing the access referred to in Section 3(v) (Use of Personnel and Documents) and providing substantially equivalent deliveries set forth in the Underwriting Agreement, including comfort letters from auditors and legal opinions. Borrower shall provide reasonable written notice to Lender of any request for the registration of Loaned Shares pursuant to this Section 21 and Lender shall have a commercially reasonable period of time in which to comply with any such request. Lender shall use its commercially reasonable efforts to furnish copies of the registration statement, prospectus, and amendments or supplements thereto to the Borrower and the underwriter(s) and to reflect in such documents such comments as the underwriters reasonably propose. In no event shall this Section 21 require Lender to register shares of Common Stock in excess of the Maximum Number of Shares or to effect such registration on more than 5 occasions; provided that each request for registration shall be for a number of Loan Shares not less than 250,000 Loan Shares provided that if the number of Loan Shares that have not been registered is less than 250,000, then such request may be for such lesser number. The Lender has not entered into, and agrees not to enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Borrower and underwriter(s) herein or that otherwise conflicts with the provisions hereof. At the Borrower’s request, the Lender will enter into a registration rights agreement reflecting the terms set forth in this paragraph and other customary terms.distribu

Registration Provisions. (a) Pursuant to the Share Loan Registration Rights Agreement dated the date hereof (the "REGISTRATION RIGHTS AGREEMENT") between Lender and Citigroup Global Markets Inc., Lender has agreed to (1) file and use its reasonable best efforts to have declared effective, a registration statement under the Securities Act covering up to 150 million shares of Common Stock and (2) enter into an underwriting agreement (the "UNDERWRITING AGREEMENT"), substantially in the form attached as Annex A of the Registration Rights Agreement, with Citigroup Global Markets Inc. in connection the sale of Loaned Shares on behalf of Borrower. Borrower and Lender hereby agree that Borrower shall not transfer or dispose of any Loaned Shares until Lender has fulfilled its obligations under the Registration Rights Agreement described in the preceding sentence. (b) Lender hereby agrees that following the initial Loan hereunder and registration of the 8,134,002 shares initial Loaned Shares in respect of Common Stock related to the underwriting agreement attached hereto as Exhibit B (the “Underwriting Agreement”)such Loan, any subsequent Loan and public sale of the Loaned Shares in respect of such subsequent Loan would require registration under the Securities Act. Accordingly, Lenderpursuant to the terms of the Registration Rights Agreement, at its expense, Lender shall use commercially reasonable efforts to register the public sale of Loaned Shares in connection with any such Loan in a form and manner reasonably satisfactory to Borrower, including, without limitation, as promptly as practicable filing a registration statement providing for the registration of, and the sale by the underwriter(s) in an underwritten offering of such securities, causing the registration statement to be declared effective as promptly as practicable, keeping the registration effective, supplemented and amended as required by federal and state securities laws in order to permit the prospectus forming part of the registration statement to be usable by the underwriter(s) in the public offering for such period of time as reasonably required by the Borrower or the underwriter(s), causing the registration statement and any related prospectus and any amendment or supplement to comply in all material respects with the applicable requirements of the Securities Act and not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. In addition, Lender shall enter into an underwriting agreement substantially in the form of the Underwriting Agreement (including, without limitation, substantially equivalent representations described in Section 16(a) above and warranties, covenants, closing conditions and indemnities) and provide or cause to be provided customary lock-ups of Lender’s officers, directors and significant stockholders. Lender shall afford Borrower and its representatives and agents an opportunity to conduct an appropriate “"due diligence” " investigation to Borrower’s 's reasonable satisfaction, all at the expense of Lender, including, without limitation, providing . Pursuant to the access referred to in Section 3(v) (Use terms of Personnel and Documents) and providing substantially equivalent deliveries set forth in the Underwriting Registration Rights Agreement, including comfort letters from auditors and legal opinions. Borrower shall provide reasonable written notice to Lender of any request for the registration of Loaned Shares pursuant to this Section 21 16(b) and Lender shall have a commercially reasonable period of time in which to comply with any such request. Lender shall use its commercially reasonable efforts to furnish copies of the registration statement, prospectus, and amendments or supplements thereto to the Borrower and the underwriter(s) and to reflect in such documents such comments as the underwriters reasonably propose. In no event shall this Section 21 16(b) require Lender to register shares of Common Stock in excess of the Maximum Number of Shares or to effect such registration on more than 5 four occasions; provided that each request for registration shall be for a number of Loan Shares not less than 250,000 Loan Shares provided that if the number of Loan Shares that have not been registered is less than 250,000, then such request may be for such lesser number. The Lender has not entered into, and agrees not to enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Borrower and underwriter(s) herein or that otherwise conflicts with the provisions hereof. At the Borrower’s request, the Lender will enter into a registration rights agreement reflecting the terms set forth in this paragraph and other customary terms.

Registration Provisions. Lender hereby agrees that following With respect to each registration pursuant to this Agreement: (a) Notwithstanding anything herein to the registration contrary, the Company shall not be required to include in any Registration Statement any of the 8,134,002 shares of Common Stock related Registrable Shares owned by a Registering Stockholder (i) if the Company shall deliver to the underwriting agreement attached hereto as Exhibit B (Registering Stockholder an opinion, satisfactory in form, scope and substance to the “Underwriting Agreement”)Registering Stockholder and addressed to the Registering Stockholder by legal counsel satisfactory to the Registering Stockholder, any subsequent Loan and public sale to the effect that the distribution of Loaned such Registrable Shares would require proposed by the Registering Stockholder is exempt from registration under the Securities ActAct and all applicable state securities laws, (ii) if such Registering Stockholder or any underwriter of such Registrable Shares shall fail to furnish to the Company the information in respect of the distribution of such Registrable Shares that may be required under this Agreement to be furnished by the Registering Stockholder or the underwriter to the Company, or (iii) if such registration involves an underwritten offering, the Registering Stockholder fails to enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten offering. (b) The Company shall make available for inspection by each Registering Stockholder participating in the registration, each underwriter of Transaction Registrable Shares owned by the Registering Stockholder and their respective accountants, counsel and other representatives all financial and other records, pertinent corporate documents and properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility in connection with each registration of Transaction Registrable Shares owned by the Registering Stockholder, and shall cause the Company's officers, directors and employees to supply all information reasonably requested by any such person in connection with such registration; provided, however, that records and documents which the Company determines, in good faith, after consultation with counsel for the Company and counsel for the Registering Stockholder or underwriter, as the case may be, to be confidential and which it notifies such persons are confidential shall not be disclosed to them, except in each case to the extent that (i) the disclosure of such records or documents is necessary to avoid or correct a misstatement or omission in the Registration Statement or (ii) the release of such records or documents is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. AccordinglyEach Registering Stockholder shall, Lenderupon learning that disclosure of any such records or documents is sought in a court of competent jurisdiction, give notice to the Company, and allow the Company, at its the Company's expense, to undertake appropriate action and to prevent disclosure of any such records or documents deemed confidential. (c) Each Registering Stockholder shall furnish, and shall cause each underwriter of Transaction Registrable Shares owned by the Registering Stockholder to be distributed pursuant to the registration to furnish, to the Company in writing promptly upon the request of the Company the information regarding the Registering Stockholder or the underwriter, the contemplated plan of distribution of the Transaction Registrable Shares and the other information regarding the proposed distribution by the Registering Stockholder and the underwriter that shall be required in connection with the proposed distribution by the applicable securities laws of the United States of America and the states thereof in which the Transaction Registrable Shares are contemplated to be distributed. (d) The Company shall, within the time periods specified in Sections 1, 2, 3 or 4, as applicable, prepare and file the Registration Statement, including the Prospectus (as defined in Section 5(l) below), and each amendment thereof or supplement thereto, with, and cause to be declared effective by, the SEC under the Securities Act and as required under any applicable state securities laws, on the form that is then required or available for use by the Company to permit each Registering Stockholder, upon the effective date of the Registration Statement, to use the Prospectus in connection with the contemplated distribution by the Registering Stockholder of the Transaction Registrable Shares requested to be so registered. A registration pursuant to Section 1, Section 2 or Section 4 shall be effected pursuant to Rule 415 (or any similar provision then in force) under the Securities Act if the manner of distribution contemplated by the Registering Stockholder initiating the request for such registration shall include an offering on a delayed or continuous basis. The Company shall furnish to each Registering Stockholder drafts of the Registration Statement and the Prospectus and each amendment thereof or supplement thereto for its timely review prior to the filing thereof with the SEC. If any Registration Statement refers to any Registering Stockholder by name or otherwise as the holder of any securities of the Company but such reference is not required by the Securities Act or any similar federal statute then in force, then the Registering Stockholder shall have the right to require the deletion of such reference. The Company shall deliver to each Registering Stockholder, without charge, one executed copy of the Registration Statement and each amendment or post-effective amendment thereof and one copy of each document incorporated therein by reference. If the registration shall have been initiated solely by the Company or shall not have been initiated by a Registering Stockholder, the Company shall not be obligated to prosecute the registration and may withdraw the Registration Statement at any time prior to the effectiveness thereof if the Company shall determine in good faith not to proceed with the offering of securities included in the Registration Statement. The Company shall deliver to each Registering Stockholder evidence of the effectiveness and a reasonable supply of copies of the Prospectus and each amendment thereof or supplement thereto. The Company consents to the use by each Registering Stockholder of each Prospectus and each amendment thereof and supplement thereto in connection with the distribution, in accordance with this Agreement, of the Transaction Registrable Shares owned by the Registering Stockholder. In addition, if necessary for resale by the Registering Stockholders, the Company shall qualify or register in such states as may be reasonably requested by each Registering Stockholder the Transaction Registrable Shares of the Registering Stockholder that shall have been included in the Registration Statement; 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 state in which it is not subject to process or qualified as of the date of the request. The Company shall advise the Stockholder and each Registering Stockholder in writing, promptly after the occurrence of any of the following, of (i) the filing of the Registration Statement or any Prospectus, or any amendment thereof or supplement thereto, with the SEC, (ii) the effectiveness of the Registration Statement and any post-effective amendment thereto, (iii) the receipt by the Company of any communication from the SEC with respect to the Registration Statement or the Prospectus, or any amendment thereof or supplement thereto, including, without limitation, any stop order suspending the effectiveness thereof, any comments with respect thereto and any requests for amendments or supplements and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of Transaction Registrable Shares owned by the Registering Stockholders for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (e) The Company shall use commercially reasonable efforts to register cause the public sale Registration Statement to remain effective under the Securities Act and the Prospectus to remain current, including the filing of Loaned Shares in connection with any such Loan in a form necessary amendments, post-effective amendments and manner reasonably satisfactory to Borrower, including, without limitation, as promptly as practicable filing a registration statement providing for the registration ofsupplements, and the sale by the underwriter(s) in an underwritten offering shall furnish copies of such securitiesamendments, causing post-effective amendments and supplements to the registration statement to be declared effective Registering Stockholders, so as promptly as practicable, keeping the registration effective, supplemented and amended as required by federal and state securities laws in order to permit the prospectus forming part Registering Stockholders to distribute the Transaction Registrable Shares owned by them in their respective manner of distribution during their respective contemplated periods of distribution, but in no event longer than nine consecutive months from the effective date of the Registration Statement; provided, however, that the period shall be increased by the number of days that any Registering Stockholder shall have been required by Section 6 to refrain from disposing under the registration statement any of the Transaction Registrable Shares owned by the Registering Stockholder. During such respective contemplated periods of distribution, the Company shall comply with the provisions of the Securities Act applicable to it with respect to the disposition of all Transaction Registrable Shares owned by the Registering Stockholders that shall have been included in the Registration Statement in accordance with their respective contemplated manner of disposition by the Registering Stockholders set forth in the Registration Statement, the Prospectus or the supplement, as the case may be. (f) The Company shall notify each Registering Stockholder, at any time when a prospectus with respect to the Transaction Registrable Shares owned by the Registering Stockholders is required to be usable by delivered under the underwriter(sSecurities Act, when the Company becomes aware of the happening of any event as a result of which the Prospectus (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the public offering for such period case of time the Prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading; and, as reasonably required by soon as possible thereafter, but subject to Section 6, the Borrower or Company shall use commercially reasonable efforts to prepare and file with the underwriter(s), causing the registration statement and any related prospectus and any SEC an amendment or supplement to comply in all material respects with the applicable requirements Registration Statement or the Prospectus so that, as thereafter delivered to the purchasers of the Securities Act and such Transaction Registrable Shares, such Prospectus will not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. In additionThe Company also shall notify each Registering Stockholder, Lender when the Company becomes aware of the occurrence thereof, of the issuance by the SEC of an order suspending the effectiveness of the Registration Statement; and, as soon as possible thereafter, but subject to Section 5, the Company shall use commercially reasonable efforts to obtain the withdrawal of such order at the earliest possible moment. (g) If requested by any Registering Stockholder or an underwriter of Transaction Registrable Shares owned by the Registering Stockholder and required by the Securities Act, the Company shall as promptly as practicable prepare and file with the SEC an amendment or supplement to the Registration Statement or the Prospectus containing such information as the Registering Stockholder or the underwriter requests to be included therein, including, without limitation, information with respect to the Transaction Registrable Shares being sold by the Registering Stockholder to the underwriter or any assignee of any Transaction Registrable Shares, the purchase price being paid therefor by such underwriter and other terms of the underwritten offering of the Transaction Registrable Shares to be sold in such offering. (h) Each Registering Stockholder shall (i) offer to sell or otherwise distribute Registrable Shares in reliance upon a registration contemplated pursuant to Section 1, 2, 3 or 4 only if such Registrable Shares are Transaction Registrable Shares and after the related Registration Statement shall have been filed with the SEC, (ii) sell or otherwise distribute Registrable Shares in reliance upon such registration only if such Registrable Shares are Transaction Registrable Shares and the related Registration Statement is then effective under the Securities Act, (iii) subject to the time period not to exceed the lesser of (x) 60 Business Days and (y) 5 Business Days following the cessation of the occurrence of any condition subsequent referred to in clauses (i), (ii) or (iii) of Section 6(b) below, not sell or otherwise distribute Transaction Registrable Securities during any period specified in a Suspension Notice received by the Registering Stockholder pursuant to Section 6 (until the Registering Stockholder shall have received written notice from the Company pursuant to Section 5(d) that the registration of such Transaction Registrable Shares is again effective) and (iv) report to the Company distributions made by the Registering Stockholder of Transaction Registrable Shares pursuant to the Prospectus. Each Registering Stockholder shall distribute Transaction Registrable Shares only in accordance with the manner of distribution contemplated by the Prospectus with respect to the Transaction Registrable Shares owned by the Registering Stockholder. Each Registering Stockholder, by participating in a registration pursuant to this Agreement, acknowledges that the remedies of the Company at law for failure by the Registering Stockholder to comply with the undertaking contained in this Section 5(h) would be inadequate and that the failure would not be adequately compensable in damages and would cause irreparable harm to the Company, and therefore agrees that undertakings made by the Registering Stockholder in this Section 5(h) may be specifically enforced. (i) If the registration involves an underwritten offering, the Company shall enter into an underwriting agreement substantially in customary form with the form of the Underwriting Agreement (including, without limitation, substantially equivalent representations underwriter or underwriters selected for such underwriting and warranties, covenants, closing conditions and indemnities) and provide or shall cause to be provided customary lock-ups delivered to each Registering Stockholder, its counsel and each underwriter of Lender’s officersTransaction Registrable Shares owned by the Registering Stockholders to be distributed pursuant to such registration, directors copies of the certificates, opinions of counsel and significant stockholders. Lender comfort letters that are delivered in connection with such underwritten offering. (j) In connection with sales of such Transaction Registrable Shares, the Company shall afford Borrower cooperate with each Registering Stockholder and its representatives each underwriter of Transaction Registrable Shares owned by the Registering Stockholder to facilitate the timely preparation and agents an opportunity delivery of certificates (not bearing any restrictive legends) representing the Transaction Registrable Shares sold under the Registration Statement, and to conduct an appropriate “due diligence” investigation enable such Transaction Registrable Shares to Borrower’s reasonable satisfaction, all at the expense of Lender, including, without limitation, providing the access referred to be in Section 3(v) (Use of Personnel such denominations and Documents) and providing substantially equivalent deliveries set forth registered in the Underwriting Agreementname or names of each transferee thereof or in such denominations and registered in the name or names that the underwriter may request, including comfort letters from auditors and legal opinions. Borrower shall provide reasonable written notice to Lender of any request for as the registration of Loaned Shares pursuant to this Section 21 and Lender shall have a commercially reasonable period of time in which to comply with any such request. Lender case may be. (k) The Company shall use its commercially reasonable efforts to furnish copies comply with all applicable rules and regulations of the registration statementSEC, prospectusand, if required to comply with applicable law or facilitate sales under a Registration Statement, make generally available to its securityholders, as soon as practicable but no later than 16 months following the effective date of such Registration Statement, an earnings statement covering a period of at least twelve months beginning with the first calendar month after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. (l) The Company shall use commercially reasonable efforts to cause the Transaction Registrable Shares to be listed on each national securities exchange on which Common Stock shall then be listed, if any, and amendments to be qualified for inclusion in The Nasdaq National Market or supplements thereto to the Borrower and the underwriter(s) and to reflect in such documents such comments The Nasdaq SmallCap Market, as the underwriters reasonably propose. In no event shall this Section 21 require Lender to register shares of case may be, if Common Stock is then so qualified, and in excess each case if the listing or inclusion of the Maximum Number Transaction Registrable Shares is then permitted under the rules of Shares or to effect such registration on more than 5 occasions; provided that each request for registration shall be for a number of Loan Shares not less than 250,000 Loan Shares provided that if the number of Loan Shares that have not been registered is less than 250,000, then such request may be for such lesser number. The Lender has not entered into, and agrees not to enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Borrower and underwriter(s) herein or that otherwise conflicts with the provisions hereof. At the Borrower’s request, the Lender will enter into a registration rights agreement reflecting the terms set forth in this paragraph and other customary terms.national