Common use of Registration Statement Effectiveness Clause in Contracts

Registration Statement Effectiveness. A registration statement on Form S-1 (File No. 333- 183963), as amended by the pre-effective amendments thereto (the “Initial Registration Statement”), in respect of the offer and sale of the Shares has been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, for each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Act, which became effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been filed with the Commission, except as set forth on Schedule III; the Company has complied to the Commission’s satisfaction with all requests of the Commission for additional, revised or supplemental information; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, is threatened by the Commission; (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act, is hereinafter called a “Preliminary Prospectus;” the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement;” and such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”).

Registration Statement Effectiveness. A registration statement on Form S-1 The Company shall use commercially reasonable efforts to have the SB-2 declared effective under the Securities Act as promptly as practicable after filing thereof with the SEC, but in no event later than July 31, 2006. The Company shall use commercially reasonable efforts to cause the SB-2 to continue to be effective until the earlier to occur of (File No. 333- 183963), as amended by i) the pre-effective amendments thereto second anniversary of the Closing Date and (ii) the date that all holders of Registrable Securities have either disposed of or have the ability to dispose of all their Registrable Securities within a single three month period pursuant to Rule 144 of the Securities Act (“Initial Registration StatementSB-2 Effective Period”), in respect and, during such period, to cause the SB-2 and the prospectus contained therein to be updated as reasonably deemed necessary by the Company to enable the Purchaser to resell the Registrable Securities. If at any time during the SB -2 Effective Period there is not an effective registration statement covering all of the offer Registrable Securities and sale of the Shares has been filed Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities and Exchange Commission Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the “Commission”); Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Initial Registration Statement and any post-effective amendment theretostock option or other employee benefit plans, then the Company shall send to each in the form heretofore delivered to you, Purchaser a written notice of such determination and, excluding exhibits theretoif within five business days after the date of such notice, any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Purchaser requests to be registered; provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 4.3 that are eligible for each resale pursuant to Rule 144(k) promulgated under the Securities Act or that are the subject of a then effective registration statement; provided further, that it shall be a condition to the other Underwriters, have been inclusion of such Registrable Securities on such registration statement that such Purchaser agrees to the same terms and conditions regarding method of sale applicable to the securities otherwise being sold through such registration. Promptly upon any registration statement filed pursuant to this Section 4.3 being declared effective by the Commission in such form; other than a registration statementSEC, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Act, which became effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been filed with the Commission, except as set forth on Schedule III; the Company has complied to the Commission’s satisfaction with all requests of the Commission for additional, revised or supplemental information; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, is threatened by the Commission; (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act, is hereinafter called will file a “Preliminary Prospectus;” the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and the information contained in the related form of final prospectus filed with the Commission pursuant to Rule 424(b) promulgated under the Act in accordance with Section 5(a) hereof Securities Act. Purchaser hereby agrees to indemnify the Company, its officers and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effectivedirectors, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statementunderwriter and selling broker, if any, became and each person, if any, who controls the Company, against liability (including liability under the Securities Act and the 0000 Xxx) arising by reason of any statement contained in the SB-2, that Purchaser provided to the Company in writing explicitly for use in the SB-2, being false or hereafter becomes effective, are hereinafter collectively called misleading or omitting to state a material fact necessary to be stated in order that the “Registration Statement;” and such final prospectusstatements made in the SB-2, in the form first filed circumstances in which they are made, not be misleading; provided that in no event will the aggregate amount Purchaser is required to pay pursuant to Rule 424(b) such indemnification obligations exceed the greater of the aggregate purchase price paid by Purchaser hereunder and the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company hereby agrees to indemnify Purchaser against liability (including liability under the Securities Act and the 0000 Xxx) arising by reason of (1) any statement (other than a statement provided by Purchaser as described above) in or incorporated by reference in the SB-2 being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in or incorporated by reference in the SB-2, in the circumstances in which they are made, not be misleading, (2) any violation by the Company of the Securities Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities laws in connection with the SB-2, or (3) any breach of any representation, warranty or covenant made by the Company in this Agreement. If a claim for indemnification under this Section 4.3 is hereinafter called unavailable (by reason of public policy or otherwise) or insufficient to hold harmless an indemnified party in respect of any losses referred to herein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the “Prospectus”)amount paid or payable by such indemnified party as a result of such losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, was taken or made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any losses shall be deemed to include, subject to the limitations set forth herein, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for herein was available to such party in accordance with its terms. The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 4.3, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 4.3 fairly allocate the risks in light of the ability of the Purchasers to investigate the Company and its business, and the ability of the Company to investigate certain matters regarding the Purchaser, in order to assure that adequate disclosure is made in the SB-2 as required by the Securities Act and the Exchange Act.

Registration Statement Effectiveness. A registration statement on Form S-1 (File No. 333- 183963333-188005), as amended by the pre-effective amendments thereto (the “Initial Registration Statement”), in respect of the offer and sale of the Shares has been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, for each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Act, which became effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been filed with the Commission, except as set forth on Schedule III; the Company has complied to the Commission’s satisfaction with all requests of the Commission for additional, revised or supplemental information; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, is threatened by the Commission; (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act, is hereinafter called a “Preliminary Prospectus;” the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement;” and such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”).