Common use of Other Procedures Clause in Contracts

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s obligation to use best efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities or (ii) forty-eight (48) months from the effective date of the registration statement. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the Investor, as applicable, furnishing to the Company in writing such information and documents regarding the Investor and the distribution of such Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under on Form S-1 or Form S-3other applicable form) until the earlier of (i) the sale of all Registrable Securities or (ii) forty-eight two (482) months years from the effective date of the registration statement. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (ix) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a the registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (iiy) where the required financial statements or auditor’s consents are unavailable or (iiiz) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days as provided in any 12 month periodSection 4(f). (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein), the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement or amendment amendment, including a any post-effective amendment, shall be subject to the InvestorInvestor and each stockholder, as applicable, furnishing to the Company in writing such information and documents regarding such Investor and Applicable Stockholder of the Investor Company and the distribution of such Investor’s or Applicable Stockholder’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any Act. The Company’s obligations are also subject to the Investor and each other applicable securities or blue sky laws Applicable Stockholder of the jurisdiction referred Company electing to include shares of Common Stock in Section 3(d) hereinsuch registration statement promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act. (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser Investor a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act. (f) Notwithstanding the foregoing obligations, if the Company furnishes to stockholder of the Company requesting a registration pursuant to Section 3 a certificate signed by at least one (1) of the Company’s chief executive officers stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or 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 information that the Company 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, then the Company shall have the right to defer taking action with respect to such filing for a period of not more than thirty (30) days after the request of the Initiating Stockholders is given; provided, however, that the Company may not invoke this right more than twice in any twelve (12)-month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such thirty (30)-day period other than an Excluded Registration.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) 4 and the Company’s obligation to use best efforts general obligations under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) Registration Statement until the earlier of (i) the sale or other disposition of all Registrable Securities Securities, or (ii) forty-eight (48) months from two years following the effective date effectiveness of the registration statement. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month periodRegistration Statement. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees Investors agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the each Investor shall forthwith discontinue his its sale of Registrable Securities pursuant to the registration statement Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice). (c) The Company’s obligation to file any registration statement Registration Statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement Registration Statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If any Investor fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include its Registrable Securities in a Registration Statement or it may withdraw such Investor’s Registrable Securities from the Registration Statement without incurring any penalty or otherwise incurring liability to such Investor. (d) If any such registration or comparable statement refers to the an Investor by name or otherwise as a stockholder of the Company, but such reference to the such Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the such Investor, as may be applicable. (e) In connection with the sale If as result of Registrable Securitiesan SEC Staff policy, rule or regulation or for any other reason, the Investor shall deliver Company is unable to each purchaser a copy register all Registrable Securities in one Registration Statement, then upon the earlier of (i) 30 days (or such earlier time as is permitted by the Staff of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) SEC or any rule of the SEC) after any Registration Statement filed pursuant to this Agreement is declared effective by the SEC, or (ii) when the registered but not issued Underlying Shares fall below 50% of the amount covered by the effective Resale Registration Statement(s), the Company shall file another Registration Statement including all of the remaining Registrable Securities Actof each Investor, in which event the conditions of this Agreement shall apply; provided, however, in no event shall the Company delay the effective date of any Registration Statement for more than five Trading Days after receipt of notice from the SEC Staff that it will either not review a Registration Statement or it has no further comments with respect to a Registration Statement. (f) The Company shall not include any securities for any other stockholder in any registration statement other than Registrable Securities for the Investors in any Registration Statement.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under on Form S-1 or Form S-3other applicable form) until the earlier of (i) the sale of all Registrable Securities or (ii) forty-eight (48) months two years from the effective date of the registration statement. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a the registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 3, and subject further to SEC Guidance, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) Registration Statement from the Effective Date until the earlier of (i) the sale of all Registrable Securities Securities, or (ii) fortyone year from the date of this Agreement. Provided, however, that the Company shall not be required to file any post-eight (48effective amendment to any Registration Statement or file any prospectus supplement under Rule 424(b)(3) of the Securities Act beginning six months from the effective date of this Agreement unless and until the registration statementCompany fails to file with the Commission a Form 10-Q or Form 10-K within the time required by the rules of the Commission including Rule 12b-25 (or any successor rule). The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statementRegistration Statement, amendments to a registration statementRegistration Statement, post-effective amendments to a registration statement Registration Statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement Registration Statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement Registration Statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If any Investor fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include his Registrable Securities in a Registration Statement or it may withdraw such Investor’s Registrable Securities from the Registration Statement without incurring any penalty or otherwise incurring liability to such Investors. (d) If any such registration or comparable statement Registration Statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or Act, the rules thereunderthereunder or SEC Guidance, then each the Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the any necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act. (f) If the Registrable Securities are eligible for sale under Rule 144, the Investor shall sell the Registrable Securities under Rule 144 rather than the Registration Statement.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) 4 and the Company’s obligation to use best efforts general obligations under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) Registration Statement until the earlier of (i) the sale of all Registrable Securities or and (ii) forty-eight (48) months from the effective first date of the registration statement. The Company shall have on which there are no liability to the Investor for delays in the Investor being able to sell the more Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month periodSecurities. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees Holders agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor each Holder shall forthwith discontinue his its sale of Registrable Securities pursuant to the registration statement Registration Statement covering such Registrable Securities until the InvestorHolder’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice). (c) The Company’s obligation to file any registration statement Registration Statement or amendment including a post-effective amendment, shall be subject to the Investoreach Holder, as applicable, furnishing to the Company in writing such information and documents regarding the Investor such Holder and the distribution of such Holder’s Registrable Securities as may reasonably be required to be disclosed in the registration statement Registration Statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. . The Company’s obligations are also subject to each Holder promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (d) or any successor rule or regulation). If any Holder fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include its Registrable Securities in a Registration Statement or it may withdraw such registration or comparable statement refers to Holder’s Registrable Securities from the Investor by name Registration Statement without incurring any penalty or otherwise as a stockholder of the Company, but incurring liability to such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicableHolder. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities Securities, or (ii) forty-eight (48) 24 months from the effective date of this Agreement. Provided, however, that the Company shall not be required to file any post-effective amendment to any registration statementstatement or file any prospectus supplement under Rule 424(b)(3) of the Securities Act beginning six months from the date of this Agreement unless and until the Company fails to file with the Commission a Form 10-Q or Form 10-K within the time required by the rules of the Commission including Rule 12b-25 (or any successor rule). The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice). (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the Investor, as applicable, Investor furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws laws. The Company’s obligations are also subject to the Investor promptly executing a reasonable representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If the Investor fails to provide all of the jurisdiction referred information required by this Section 4(c), the Company shall have no obligation to include its Registrable Securities in Section 3(d) hereina registration statement or it may withdraw such Investor’s Registrable Securities from the registration statement without incurring any penalty or otherwise incurring liability to the Investor. (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each the Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall (if required by law) deliver to each purchaser a copy of the any necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s obligation to use best efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities or (ii) forty-eight (48) months from the effective date of the registration statement. The Company shall have no liability to the Investor Purchaser for delays in the Investor Purchaser being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a the registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable and such unavailability is not caused by the Company or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) Commission and the rules of the trading market and/or in each quotation service on which the Common Stock of the Company is then listed or (iii) shall not exceed 180 days in any 12 month periodquoted. (b) In consideration of the Company’s obligations under this Agreement, the Investor Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor Purchaser shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the InvestorPurchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the InvestorPurchaser’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the Investoreach Purchaser, as applicable, furnishing to the Company in writing such information and documents regarding the Investor Purchaser and the distribution of such the Purchaser’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Purchaser promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). (d) If any such registration or comparable statement refers to the Investor Purchaser by name or otherwise as a stockholder of the Company, but such reference to the Investor Purchaser by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor Purchaser shall have the right to require the deletion of the reference to the InvestorPurchaser, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor Company shall deliver to each purchaser the Purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use best efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities or (ii) forty-eight (48) months from the effective date of the registration statement. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided. Provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) 4.3.1 Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use its best efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement Registration Statement (under Form S-1 or Form S-3) until the earlier of (i) the date of settlement of and sale of all Registrable Securities Shares or (ii) forty-eight (48) 24 months from the effective date of the registration statement. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month periodRegistration Statement. (b) 4.3.2 In consideration of the Company’s obligations under this Agreement, the Investor Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) 4.2.5 herein, the Investor Purchaser shall forthwith discontinue its or his sale of Registrable Securities Shares pursuant to the registration statement Registration Statement covering such Registrable Securities Shares until the InvestorPurchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) 4.2.5 and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the InvestorPurchaser’s possession of the prospectus covering such Registrable Securities Shares current at the time of receipt of such notice. (c) 4.3.3 The Company’s obligation to file any registration statement Registration Statement or amendment amendment, including a post-effective amendment, shall be subject to the Investoreach Purchaser, as applicable, furnishing to the Company in writing upon the Company’s reasonable request such information and documents regarding the Investor such Purchaser and the distribution of such Registrable Securities Purchaser’s Shares as may reasonably be required to be disclosed in the registration statement Registration Statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) 4.2.4 herein. The Company’s obligations are also subject to each Purchaser promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). (d) 4.3.4 If any such registration or comparable statement refers to the Investor Purchaser by name or otherwise as a stockholder shareholder of the Company, but such reference to the Investor Purchaser by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor Purchaser shall have the right to require the deletion of the reference to the InvestorPurchaser, as may be applicable. (e) 4.3.5 In connection with the sale of Registrable SecuritiesShares, the Investor Company shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) 4 and the Company’s obligation to use best efforts general obligations under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) Registration Statement until the earlier of (i) the sale of all Registrable Securities Securities, or (ii) forty-eight (48two years unless the SEC eliminates the requirement in Rule 144(i) months from and permits a former shell issuer to use Rule 144 after one year without complying with Rule 144(c) in which case the effective date of the registration statement. The Company two years shall have no liability be reduced to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month periodone year. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees Investors agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the each Investor shall forthwith discontinue his its sale of Registrable Securities pursuant to the registration statement Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice). (c) The Company’s obligation to file any registration statement Registration Statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement Registration Statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If any Investor fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include its Registrable Securities in a Registration Statement or it may withdraw such Investor’s Registrable Securities from the Registration Statement without incurring any penalty or otherwise incurring liability to such Investor. (d) If any such registration or comparable statement refers to the an Investor by name or otherwise as a stockholder of the Company, but such reference to the such Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the such Investor, as may be applicable. (e) In connection with If the sale of Company is unable to register all Registrable SecuritiesSecurities in one Registration Statement due to an SEC Rule or Staff policy, the Investor Company shall deliver continue to each purchaser a copy file new Registration Statements for the remaining Registrable Securities every 30 days after the effectiveness of the necessary prospectus andlast Registration Statement, if applicablein which event the conditions of this Agreement including the 75 day effectiveness shall apply; provided, prospectus supplementhowever, within in no event shall the time required by Section 5(bCompany delay the effective date of any Registration Statement for more than five Trading Days after receipt of notice from the SEC Staff that it will either not review a Registration Statement or it has no further comments with respect to a Registration Statement. (f) of The Company shall not include any securities for any other stockholder in any registration statement other than Registrable Securities for the Securities ActInvestors in any Registration Statement.

Other Procedures. (a) Subject to the remaining other provisions of this Section 4(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under on Form S-1 or Form S-3S-1) until the earlier of (i) the sale of all Registrable Securities or (ii) forty-eight (48) 12 months from the effective date of the registration statementthis Agreement. The Company shall have no liability to the Investor Investors for delays in the Investor Investors being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month periodSEC. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees Investors agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor Investors shall forthwith discontinue his their sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s Investors’ receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s Investors’ possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). (d) If any such registration or comparable statement refers to the any Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s obligation to use best efforts under Section 3, the The Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until a total of 180 days. In the earlier of (i) the sale of all Registrable Securities or (ii) forty-eight (48) months from the effective date of event that the registration statementstatement is required to be amended or supplemented and the Company gives the Holder notice of such requirement, the Holder shall cease all sales. The Company shall have no liability to the Investor Holder for delays in the Investor Holder being able to sell the Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments or supplements, including making a good faith and reasonable effort to a registration statement respond to comments issued by the staff of the Commission, or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) the Company does not use its best efforts under circumstances where (x) the required financial statements or auditor’s consents (including the financial statements of another entity) are unavailable unavailable, or (iiiy) where the Company would be required to disclose information at a time when that it has no duty to disclose such information under the Securities Act, the Exchange Act, Act or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration The Holder shall be deemed to have agreed by acquisition of the Company’s obligations under this Agreement, the Investor agrees such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e3.1(f) hereinabove, the Investor shall Holder will forthwith discontinue his sale their disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s Holder's receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e3.1(f) and, if so directed by the Company, shall will deliver to the Company (at the Company’s 's expense) all copies, other than permanent file copies, then in the Investor’s Holders' possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 3.2(a) above 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 the Holder shall have received the copies of the supplemented or amended prospectus contemplated by Section 3.1(f) above. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, Holder shall be subject to the Investor, as applicable, furnishing furnish to the Company in writing such information and documents regarding the Investor it and the distribution of such Registrable Securities its securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction jurisdictions referred to in Section 3(d3.1(d) hereinabove. The Holder shall also promptly execute any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). (d) If any such registration or comparable statement refers to the Investor any participating Holder by name or otherwise as a stockholder the holder of any securities of the Company, but such reference to the Investor such participating Holder by name or otherwise is not required by the Securities Act or the rules thereunderany similar federal statute then in force, then each Investor such participating Holder shall have the right to require the deletion of the reference to the Investor, as may be applicablesuch participating Holder. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a5(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 34, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities Securities, or (ii) fortyone year from the Effective Date. Provided, however, that the Company shall not be required to file any post-eight (48effective amendment to any registration statement or file any prospectus supplement under Rule 424(b)(3) of the Securities Act beginning six months from the effective date Effective Date of this Agreement unless and until the Company fails to file with the SEC a Form 10-Q or Form 10-K within the time required by the rules of the registration statementSEC including Rule 12b-25 (or any successor rule). The Company shall have no liability to the Investor Purchasers for delays in the Investor Purchasers’ being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month periodSEC. (b) In consideration of the Company’s obligations under this Agreement, the Investor each Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e4(e) herein, the Investor such Purchaser shall forthwith discontinue his its sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investorsuch Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e4(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investorsuch Purchaser’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file include a Purchaser’s Registrable Securities in any registration statement or amendment including a post-effective amendment, shall be subject to the Investor, as applicable, such Purchaser furnishing to the Company in writing such information and documents regarding the Investor such Purchaser and the distribution of such Purchaser’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d4(d) herein. The Company’s obligations are also subject to the Purchaser promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If the Purchaser fails to provide all of the information required by this Section 5(c), the Company shall have no obligation to include his Registrable Securities in a registration statement or it may withdraw such Purchaser’s Registrable Securities from the registration statement without incurring any penalty or otherwise incurring liability to such Purchasers. (d) If any such registration or comparable statement refers to the Investor a Purchaser by name or otherwise as a stockholder of the Company, but such reference to the Investor Purchaser by name or otherwise is not required by the Securities Act Act, the rules thereunder or the rules thereunderwritten policy of the SEC Staff, then each Investor the Purchaser shall have the right to require request the deletion of the reference to the InvestorPurchaser, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor each Purchaser shall deliver to each purchaser in such sale a copy of the any necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act. (f) If the Registrable Securities are eligible for sale under Rule 144, the Purchasers shall sell the Registrable Securities under Rule 144 rather than the registration statement, and in such event the Company shall have no obligation to register such sale under this Agreement.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) 4 and the Company’s obligation to use best efforts general obligations under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) Registration Statement until the earlier of (i) the sale or other disposition of all Registrable Securities Securities, or (ii) forty-eight (48) months from two years following the effective date effectiveness of the registration statement. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month periodRegistration Statement. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his its sale of Registrable Securities pursuant to the registration statement Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice). (c) The Company’s obligation to file any registration statement Registration Statement or amendment including a post-effective amendment, shall be subject to the Investor, as applicable, furnishing to the Company in writing such information and documents regarding the Investor and the distribution of such the Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement Registration Statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to the Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If the Investor fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include its Registrable Securities in a Registration Statement or it may withdraw the Investor’s Registrable Securities from the Registration Statement without incurring any penalty or otherwise incurring liability to the Investor. (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder shareholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each the Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection If as result of an SEC Staff policy, rule, or regulation or for any other reason, the Company is unable to register all Registrable Securities in one Registration Statement, then upon the earlier of (i) 30 days (or such earlier time as is permitted by the Staff of the SEC or any rule of the SEC) after any Registration Statement filed pursuant to this Agreement is declared effective by the SEC, or (ii) when the registered but not issued Underlying Shares fall below 50% of the amount covered by the effective Resale Registration Statement(s), the Company shall file another Registration Statement including all of the remaining Registrable Securities of the Investor, in which event the conditions of this Agreement shall apply; provided, however, in no event shall the Company delay the effective date of any Registration Statement for more than two Trading Days after receipt of notice from the SEC Staff that it will either not review a Registration Statement or it has no further comments with respect to a Registration Statement. (f) The Company shall not include any securities for any other shareholder in any registration statement other than Registrable Securities for the Investor in any Registration Statement. (g) If the Company files a registration statement for a purpose other than registering the sale of Registrable SecuritiesSecurities and a registration statement covering the sale of all Registrable Securities is not then in effect, the Company shall first offer to include all such uncovered Registrable Securities in such registration statement in accordance with this Section 4(g), which Registrable Securities shall have priority over all other securities to be registered thereunder. In such event, the Company shall provide the Investor shall deliver to each purchaser a copy at least 10 Trading Days’ prior written notice of the necessary prospectus andintended filing of such registration statement, if applicableand the Investor may elect to participate in such registration pursuant to this Section 4(g) at any time prior to the expiration of such 10 Trading Day period by giving written notice of such election to the Company. Notwithstanding the foregoing, prospectus supplementnothing in this Section 4(g) shall operate or be interpreted or construed to limit or affect the Investor’s registration and other rights or the Company’s covenants and obligations set forth in the other provisions of this Agreement. For the avoidance of doubt, within nothing in this Agreement shall be construed to preclude the time required by Company from filing a registration statement for a public offering of securities, subject to the provisions of this Section 5(b) of the Securities Act4(g).

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities Securities, or (ii) forty-eight (48) 24 months from the effective date of this Agreement. Provided, however, that the Company shall not be required to file any post-effective amendment to any registration statementstatement or file any prospectus supplement under Rule 424(b)(3) of the Securities Act beginning six months from the date of this Agreement unless and until the Company fails to file with the Commission a Form 10-Q or Form 10-K within the time required by the rules of the Commission including Rule 12b-25 (or any successor rule). The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice). (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the Investor, as applicable, Investor furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws laws. The Company’s obligations are also subject to the Investor promptly executing a reasonable representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If the Investor fails to provide all of the jurisdiction referred information required by this Section 4(c), the Company shall have no obligation to include its Registrable Securities in Section 3(d) hereina registration statement or it may withdraw such Investor’s Registrable Securities from the registration statement without incurring any penalty or otherwise incurring liability to the Investor. (d) If any such registration or comparable statement refers to the an Investor by name or otherwise as a stockholder of the Company, but such reference to the such Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each such Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the each Investor shall (if required by law) deliver to each purchaser a copy of the any necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a5(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 34, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities Securities, or (ii) forty-eight when all Registrable Securities held by the Investor are eligible to be sold without volume limits or other limitations under Rule 144 (48) months from or successor rules). Provided, however, if the effective date Company was ever a shell issuer as defined by Rule 144, the Company shall maintain the effectiveness of the registration statementstatement for a period of two years from the date of this Agreement. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e4(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e4(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the Investor, as applicable, furnishing to the Company in writing such information and documents regarding the Investor and the distribution of such the Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d4(d) herein. The Company’s obligations are also subject to the Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If the Investor fails to provide all of the information required by this Section 5(c), the Company shall have no obligation to include his Registrable Securities in a registration statement or it may withdraw the Investor’s Registrable Securities from the registration statement without incurring any penalty or otherwise incurring liability to the Investor. (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each the Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the any necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities Securities, or (ii) forty-eight when all shares of Common Stock are eligible to be sold under Rule 144 (48or successor rule), or (iii) 12 months from the effective date of this Agreement. Provided, however, that the Company shall not be required to file any post-effective amendment to any registration statementstatement or file any prospectus supplement under Rule 424(b)(3) of the Securities Act beginning six months from the date of this Agreement unless and until the Company fails to file with the Commission a Form 10-Q or Form 10-K within the time required by the rules of the Commission including Rule 12b-25 (or any successor rule). The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and). Notwithstanding the foregoing, if so directed by the CompanyInvestor is required to discontinue his sale of Registrable Securities under this Section 4(b) for a period of more then 30 days, shall deliver to the Company (at shall pay the Company’s expenseInvestor a penalty as provided for in Section 2(b) subject to all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time limitations of receipt Section 2(b) of such noticethis Agreement. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If any Investor fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include his Registrable Securities in a registration statement or it may withdraw such Investor’s Registrable Securities from the registration statement without incurring any penalty or otherwise incurring liability to such Investors. (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall (if required by law) deliver to each purchaser a copy of the any necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act. (f) If the Registrable Securities are eligible for sale under Rule 144, the Investor shall sell the Registrable Securities under Rule 144 rather than the registration statement; provided, however, that the Company shall provide at any Investor’s request written confirmation that it has filed all required reports (except Form 8-K) under Section 13 or 15(d) of the Exchange Act during the prior 12 months

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities or Securities, (ii) forty-eight when all shares of Common Stock issuable upon exercise of the Warrants are eligible to be sold under Rule 144 (48or successor rule), or (iii) 12 months from the effective date of this Agreement. Provided, however, that the Company shall not be required to file any post-effective amendment to any registration statementstatement or file any prospectus supplement under Rule 424(b)(3) of the Securities Act beginning six months from the date of this Agreement unless and until the Company fails to file with the Commission a Form 10-Q or Form 10-K within the time required by the rules of the Commission including Rule 12b-25 (or any successor rule). The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under . Any such delays shall be added to the periods provided in clauses (ii) or and (iii) shall not exceed 180 days in any 12 month periodabove. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If any Investor fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include his Registrable Securities in a registration statement or it may withdraw such Investor’s Registrable Securities from the registration statement without incurring any penalty or otherwise incurring liability to such Investors. (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall (if required by law) deliver to each purchaser a copy of the any necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act. (f) If the Registrable Securities are eligible for sale under Rule 144, the Investor shall sell the Registrable Securities under Rule 144 rather than the registration statement; provided, however, that the Company shall provide at the Investor’s request written confirmation that it has filed all required reports (except Form 8-K) under Section 13 or 15(d) of the Exchange Act during the prior 12 months.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3, or successor forms) until the earlier of (i) the sale of all Registrable Securities or (ii) forty-eight (48) 12 months from the effective date of the registration statementthis Agreement. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Furthermore, during any calendar year, the Company may for any reason suspend the effectiveness of the registration statement for up to 30 days for any reason or no reason; however such period of suspension shall be added to the 12 month period set forth in Section 4(a). (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use its best efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3other applicable form) until the earlier of (i) the sale of Investor has sold all Registrable Securities or (ii) forty-eight (48) months from the effective date of the registration statement. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month periodSecurities. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the Investor, as applicable, furnishing to the Company in writing such information and documents regarding the Investor and the distribution of such the Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to the Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each the Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s obligation to use best efforts under Section 35.1 Before filing a Registration Statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the Stockholders whose shares are covered by the Registration Statement copies of all such documents, other than documents that are incorporated by reference into such Registration Statement or prospectus, proposed to be filed and such other documents reasonably requested by such Stockholders (which may be furnished by email). 5.2 The Company shall promptly notify each Stockholder whose Registrable Securities are covered by a Registration Statement 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. 5.3 With respect to any offering of Registrable Securities pursuant to this Agreement, the Company shall furnish to each selling Stockholder and the managing underwriters, if any, without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, the prospectus included in such Registration Statement, all exhibits and other documents filed therewith and such other documents as such selling Stockholder or such managing underwriters may reasonably request. 5.4 The Company shall (a) register or qualify all Registrable Securities covered by a Registration Statement under such other securities or blue sky laws of such states or other jurisdictions of the United States of America as the Stockholders covered by such Registration Statement shall reasonably request in writing, (b) keep such registration or qualification in effect for so long as such Registration Statement remains in effect and (c) take any other action that may be necessary or reasonably advisable to enable such Stockholders to consummate the disposition in such jurisdictions of the securities to be sold by such Stockholders, except that the Company shall not for any such purpose be required to maintain qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the effectiveness requirements of this Section 5.4 be obligated to be so qualified, to subject itself to taxation in such jurisdiction or to consent to general service of process in any such jurisdiction. 5.5 The Company shall cause all Registrable Securities included in a registration statement (under Form S-1 Registration Statement to be registered with or Form S-3) until approved by such governmental agencies or authorities as may be necessary to enable Stockholders thereof to consummate the earlier disposition of such Registrable Securities in accordance with their intended method of distribution thereof. 5.6 The Company shall (i) the sale of use its reasonable best efforts to list all Registrable Securities or on each securities exchange on which other securities of the Company are then listed if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange; (ii) forty-eight (48) months from use its reasonable best efforts to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective date of the such registration statement. ; and (iii) cooperate with each seller of Registrable Securities 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. 5.7 The Company shall have no liability to the Investor for delays in the Investor being able to sell the promptly notify each Stockholder whose Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to are included in such Registration Statement at any time when a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be relating thereto is required to disclose information at a time when it has no duty to disclose such information be delivered under the Securities Act, the Exchange Actupon discovery that, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event as a result of which, the prospectus included 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 kind described in Section 3(e) herein, circumstances under which they were made and for which the Investor shall forthwith discontinue his sale of Registrable Securities pursuant Company chooses to suspend the registration statement covering such Registrable Securities until the Investor’s receipt use of the copies Registration Statement and prospectus in accordance with the terms of the supplemented or amended prospectus contemplated by said Section 3(e) this Agreement, and, if so directed by at the Companywritten request of any such Stockholder, shall deliver to the Company promptly prepare and furnish (at the Company’s expense) all copiesto it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, other than permanent file copiesas thereafter delivered to the purchasers of such securities, then such prospectus, as supplemented or amended, 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 Investor’s possession light of the prospectus covering circumstances under which they were made. 5.8 The Company shall promptly notify each Stockholder whose Registrable Securities are included in such Registration Statement of any request by the Commission for the amending or supplementing of such Registration Statement or for additional information. 5.9 The Company shall advise each Stockholder whose Registrable Securities are included in such Registration Statement after the Company receives notice or obtains knowledge of any order suspending the effectiveness of a Registration Statement at the earliest practicable moment and promptly use its reasonable best efforts to obtain the withdrawal. 5.10 With respect to any Underwritten Offering pursuant to this Agreement, upon reasonable advance notice to the Company, the Company shall give the Stockholders and underwriters participating in the Underwritten Offering and Counsel to the Stockholders reasonable access during normal business hours to all financial and other records, corporate documents and properties of the Company as shall be necessary, in the reasonable opinion of Counsel to the Stockholders and such underwriters, to conduct a reasonable due diligence investigation for purposes of the Securities Act and Exchange Act. In addition, upon reasonable advance notice and during normal business hours, the Company shall provide the Stockholders and underwriters participating in the Underwritten Offering and Counsel to the Stockholders such reasonable opportunities to discuss the business of the Company with its officers, directors, employees and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of Counsel to the Stockholders and such underwriters, to conduct a reasonable due diligence investigation for purposes of the Securities Act and the Exchange Act. 5.11 With respect to any Underwritten Offering pursuant to this Agreement, the Company shall use its reasonable best efforts to obtain and, if obtained, furnish to each underwriter thereof, (a) an opinion or opinions and “negative assurance” letters of outside counsel for the Company, dated the date of the closing under the underwriting agreement and addressed to the underwriters, reasonably satisfactory in form and substance to such underwriters and their counsel, and (b) a “comfort” letter, dated the date of the underwriting agreement and another dated the date of the closing under the underwriting agreement and addressed to the underwriters and signed by the independent public accountants who have certified the Company’s financial statements included or incorporated by reference in the applicable Registration Statement, reasonably satisfactory in form and substance to such underwriters. 5.12 The Company shall (a) enter into and perform such customary agreements (including an underwriting agreement in customary form) and take such other actions as the Stockholders beneficially owning a majority of the Registrable Securities included in a Registration Statement or the underwriters, if any, shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities current Securities, including customary indemnification, and (b) in connection with any Demand Underwritten Offering, provide reasonable cooperation, including causing at least one executive officer and a senior financial officer to attend and participate in “road shows” and other information meetings organized by the time underwriters, if any, as reasonably requested; provided, however, that the Company shall have no obligation to participate in more than two “road shows” in any 12-month period and such participation shall not unreasonably interfere with the business operations of receipt of such noticethe Company. (c) The Company’s obligation 5.13 Each Stockholder agrees that it shall not be entitled to file any registration statement or amendment including be named as a post-effective amendment, shall be subject to the Investor, as applicable, furnishing selling securityholder in a Registration Statement unless such Stockholder has timely returned to the Company in writing such information a completed and signed Selling Stockholder Questionnaire and related documents regarding the Investor and the distribution of such Registrable Securities as may reasonably be required a response to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) hereinreasonable requests for further information. (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use its best efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement Registration Statement (under Form S-1 or Form S-3) until the earlier of (i) the date of settlement of sale of all Registrable Securities or (ii) forty-eight (48) 24 months from the effective date of the registration statement. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month periodRegistration Statement. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement Registration Statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing upon the Company’s reasonable request such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement Registration Statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3, or successor forms) until such date that is the earlier of (i) the sale date as of which all of the Holders as selling stockholders thereunder may sell all of the Registrable Securities registered for resale thereon without restriction (including the elimination of the current information requirement) pursuant to Rule 144, or (ii) forty-eight the date when all of the Registrable Securities registered thereunder shall have been sold, or (48iii) months three (3) years from the effective date of the registration statementRegistration Statement. Thereafter, the Company shall be entitled to withdraw such Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities registered for resale thereon pursuant to the respective Registration Statement (or any prospectus relating thereto). The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the Investor, as applicable, Investor furnishing to the Company in writing such information and documents regarding the Investor and the distribution of such the Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to the Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each the Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s obligation to use best efforts under Section 3, the The Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities Common Stock owned by the Holder or (ii) forty-eight a total of three months (48) six months from if registered on Form S-3). In the effective date of event that the registration statementstatement is required to be amended or supplemented and the Company gives the Holder notice of such requirement, the Holder shall cease all sales. The Company shall have no liability to the Investor Holder for delays in the Investor Holder being able to sell the Registrable Registerable Securities (i) as long as if the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments)supplements, (ii) where the required financial statements or auditor’s consents are unavailable unavailable, or (iii) where the Company would be required to disclose information at a time when that it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration The Holder shall be deemed to have agreed by acquisition of the Company’s obligations under this Agreement, the Investor agrees such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e3.1(e) hereinabove, the Investor Holder shall forthwith discontinue his sale its disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s Holder's receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e3.1(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s 's expense) all copies, other than permanent file copies, then in the Investor’s Holder's possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 3.2(a) above 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 the Holders shall have received the copies of the supplemented or amended prospectus contemplated by Section 3.1(e) above. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, Holder shall be subject to the Investor, as applicable, furnishing furnish to the Company in writing such information and documents regarding the Investor it and the distribution of such Registrable Securities its securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d3.1(d) hereinabove. The Holder shall also promptly execute any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). (d) If any such registration or comparable statement refers to the Investor Holder by name or otherwise as a stockholder the holder of any securities of the Company, but such reference to the Investor Holder by name or otherwise is not required by the Securities Act or the rules thereunderany similar federal statute then in force, then each Investor the Holder shall have the right to require the deletion of the reference to the Investor, as may be applicableHolder. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s obligation to use best efforts under Section 35.1 Before filing a Registration Statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the Stockholders whose shares are covered by the Registration Statement copies of all such documents, other than documents that are incorporated by reference into such Registration Statement or prospectus, proposed to be filed and such other documents reasonably requested by such Stockholders (which may be furnished by email). 5.2 The Company shall promptly notify each Stockholder whose Registrable Securities are covered by a Registration Statement 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. 5.3 With respect to any offering of Registrable Securities pursuant to this Agreement, the Company shall furnish to each selling Stockholder and the managing underwriters, if any, without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, the prospectus included in such Registration Statement, all exhibits and other documents filed therewith and such other documents as such selling Stockholder or such managing underwriters may reasonably request. 5.4 The Company shall (a) register or qualify all Registrable Securities covered by a Registration Statement under such other securities or blue sky laws of such states or other jurisdictions of the United States of America as the Stockholders covered by such Registration Statement shall reasonably request in writing, (b) keep such registration or qualification in effect for so long as such Registration Statement remains in effect and (c) take any other action that may be necessary or reasonably advisable to enable such Stockholders to consummate the disposition in such jurisdictions of the securities to be sold by such Stockholders, except that the Company shall not for any such purpose be required to maintain qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the effectiveness requirements of a registration statement (under Form S-1 this Section 5.4 be obligated to be so qualified, to subject itself to taxation in such jurisdiction or Form S-3) until the earlier to consent to general service of (i) the sale of process in any such jurisdiction. 5.5 The Company shall cause all Registrable Securities included in a Registration Statement to be registered with or (ii) forty-eight (48) months from approved by such other federal or state governmental agencies or authorities as necessary upon the effective date opinion of Counsel to the registration statement. Stockholders to enable Stockholders thereof to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof. 5.6 The Company shall have no liability to the Investor for delays in the Investor being able to sell the notify each Stockholder whose Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to are included in such Registration Statement at any time when a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be relating thereto is required to disclose information at a time when it has no duty to disclose such information be delivered under the Securities Act, the Exchange Actupon discovery that, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event as a result of which, the prospectus included 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 kind described in Section 3(e) herein, circumstances under which they were made and for which the Investor shall forthwith discontinue his sale of Registrable Securities pursuant Company chooses to suspend the registration statement covering such Registrable Securities until the Investor’s receipt use of the copies Registration Statement and prospectus in accordance with the terms of the supplemented or amended prospectus contemplated by said Section 3(e) this Agreement, and, if so directed by at the Companywritten request of any such Stockholder, shall deliver to the Company promptly prepare and furnish (at the Company’s expense) all copiesto it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, other than permanent file copiesas thereafter delivered to the purchasers of such securities, then such prospectus, as supplemented or amended, 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 Investor’s possession light of the prospectus covering circumstances under which they were made. 5.7 The Company shall promptly notify each Stockholder whose Registrable Securities are included in such Registration Statement of any request by the Commission for the amending or supplementing of such Registration Statement or for additional information. 5.8 The Company shall advise each Stockholder whose Registrable Securities are included in such Registration Statement after the Company receives notice or obtains knowledge of any order suspending the effectiveness of a Registration Statement at the earliest practicable moment and promptly use its reasonable best efforts to obtain the withdrawal. 5.9 With respect to any Underwritten Offering pursuant to this Agreement, upon reasonable advance notice to the Company, the Company shall give the Stockholders and underwriters participating in the Underwritten Offering and Counsel to the Stockholders reasonable access to all financial and other records, corporate documents and properties of the Company as shall be necessary, in the reasonable opinion of Counsel to the Stockholders and such underwriters, to conduct a reasonable due diligence investigation for purposes of the Securities Act and Exchange Act. In addition, upon reasonable advance notice and during normal business hours, the Company shall provide the Stockholders and underwriters participating in the Underwritten Offering and Counsel to the Stockholders such reasonable opportunities to discuss the business of the Company with its officers, directors, employees and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of Counsel to the Stockholders and such underwriters, to conduct a reasonable due diligence investigation for purposes of the Securities Act and the Exchange Act. 5.10 With respect to any Underwritten Offering pursuant to this Agreement, the Company shall use its reasonable best efforts to obtain and, if obtained, furnish to each underwriter thereof, (a) an opinion of outside counsel for the Company, dated the date of the closing under the underwriting agreement and addressed to the underwriters, reasonably satisfactory in form and substance to such underwriters, and (b) a “comfort” letter, dated the date of the underwriting agreement and another dated the date of the closing under the underwriting agreement and addressed to the underwriters and signed by the independent public accountants who have certified the Company’s financial statements included or incorporated by reference in the applicable Registration Statement, reasonably satisfactory in form and substance to such underwriters. 5.11 The Company shall (a) enter into such agreements (including an underwriting agreement in customary form) and take such other actions as the Stockholders beneficially owning a majority of the Registrable Securities included in a Registration Statement or the underwriters, if any, shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities current Securities, including customary indemnification, and (b) provide reasonable cooperation, including causing at least one executive officer and a senior financial officer to attend and participate in “road shows” and other information meetings organized by the time underwriters, if any, as reasonably requested; provided, however, that the Company shall have no obligation to participate in more than two “road shows” in any 12-month period and such participation shall not unreasonably interfere with the business operations of receipt of such noticethe Company. (c) The Company’s obligation 5.12 Each Stockholder agrees that it shall not be entitled to file any registration statement or amendment including be named as a post-effective amendment, shall be subject to the Investor, as applicable, furnishing selling securityholder in a Registration Statement unless such Stockholder has timely returned to the Company in writing such information a completed and documents regarding the Investor signed Selling Stockholder Questionnaire and the distribution of such Registrable Securities as may reasonably be required a response to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) hereinreasonable requests for further information. (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities Securities, , or (ii) fortyone year from the date of this Agreement. Provided, however, that the Company shall not be required to file any post-eight (48effective amendment to any registration statement or file any prospectus supplement under Rule 424(b)(3) of the Securities Act beginning six months from the effective date of this Agreement unless and until the registration statementCompany fails to file with the Commission a Form 10-Q or Form 10-K within the time required by the rules of the Commission including Rule 12b-25 (or any successor rule). The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If any Investor fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include his Registrable Securities in a registration statement or it may withdraw such Investor’s Registrable Securities from the registration statement without incurring any penalty or otherwise incurring liability to such Investors. (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act Act, the rules thereunder or the rules thereunderpolicy of the Commission’s Staff, then each the Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the any necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act. (f) If the Registrable Securities are eligible for sale under Rule 144, the Investor shall sell the Registrable Securities under Rule 144 rather than the registration statement.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities Securities, or (ii) forty-eight when all Registrable Securities held by the Investors are eligible to be sold without volume limits or other limitations under Rule 144 (48) months from the effective date of the registration statementor successor rules). The Company shall have no liability to the Investor Investors for delays in the Investor Investors being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees Investors agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the each Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If any Investor fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include his Registrable Securities in a registration statement or it may withdraw such Investor’s Registrable Securities from the registration statement without incurring any penalty or otherwise incurring liability to such Investor. (d) If any such registration or comparable statement refers to the an Investor by name or otherwise as a stockholder of the Company, but such reference to the such Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the such Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor Investors shall deliver to each purchaser a copy of the any necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities Securities, or (ii) forty-eight when all Registrable Securities held by the Investors are eligible to be sold without volume limits or other limitations under Rule 144 (48) months from the effective date of the registration statementor successor rule). The Company shall have no liability to the Investor Investors for delays in the Investor Investors being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees Investors agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the each Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If any Investor fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include his Registrable Securities in a registration statement or it may withdraw such Investor’s Registrable Securities from the registration statement without incurring any penalty or otherwise incurring liability to such Investor. (d) If any such registration or comparable statement refers to the either Investor by name or otherwise as a stockholder of the Company, but such reference to the such Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the such Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor Investors shall deliver to each purchaser a copy of the any necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s obligation to use best efforts under Section 35.1 Before filing a Registration Statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the Stockholders whose shares are covered by the Registration Statement copies of all such documents (including documents that are incorporated by reference into such Registration Statement or prospectus) proposed to be filed and such other documents reasonably requested by such Stockholders (which may be furnished by email). 5.2 The Company shall promptly notify each Stockholder whose Registrable Securities are covered by a Registration Statement 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. 5.3 With respect to any offering of Registrable Securities pursuant to this Agreement, the Company shall furnish to each selling Stockholder and the managing underwriters, if any, without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, the prospectus included in such Registration Statement, all exhibits and other documents filed therewith and such other documents as such selling Stockholder or such managing underwriters may reasonably request. 5.4 The Company shall (a) register or qualify all Registrable Securities covered by a Registration Statement under such other securities or blue sky laws of such states or other jurisdictions of the United States of America as the Stockholders covered by such Registration Statement shall reasonably request in writing, (b) keep such registration or qualification in effect for so long as such Registration Statement remains in effect and (c) take any other action that may be necessary or reasonably advisable to enable such Stockholders to consummate the disposition in such jurisdictions of the securities to be sold by such Stockholders, except that the Company shall not for any such purpose be required to maintain qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the effectiveness requirements of a registration statement (under Form S-1 this Section 5.4 be obligated to be so qualified, to subject itself to taxation in such jurisdiction or Form S-3) until the earlier to consent to general service of (i) the sale of process in any such jurisdiction. 5.5 The Company shall cause all Registrable Securities included in a Registration Statement to be registered with or (ii) forty-eight (48) months from approved by such other federal or state governmental agencies or authorities as necessary upon the effective date opinion of Counsel to the registration statement. Stockholders to enable Stockholders thereof to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof. 5.6 The Company shall have no liability to the Investor for delays in the Investor being able to sell the notify each Stockholder whose Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to are included in such Registration Statement at any time when a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be relating thereto is required to disclose information at a time when it has no duty to disclose such information be delivered under the Securities Act, the Exchange Actupon discovery that, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event as a result of which, the prospectus included 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 kind described in Section 3(e) herein, circumstances under which they were made and for which the Investor shall forthwith discontinue his sale of Registrable Securities pursuant Company chooses to suspend the registration statement covering such Registrable Securities until the Investor’s receipt use of the copies Registration Statement and prospectus in accordance with the terms of the supplemented or amended prospectus contemplated by said Section 3(e) this Agreement, and, if so directed by at the Companywritten request of any such Stockholder, shall deliver to the Company promptly prepare and furnish (at the Company’s expense) all copiesto it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, other than permanent file copiesas thereafter delivered to the purchasers of such securities, then such prospectus, as supplemented or amended, 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 Investor’s possession light of the prospectus covering circumstances under which they were made. 5.7 The Company shall promptly notify each Stockholder whose Registrable Securities are included in such Registration Statement of any request by the Commission for the amending or supplementing of such Registration Statement or for additional information. 5.8 The Company shall advise each Stockholder whose Registrable Securities are included in such Registration Statement after the Company receives notice or obtains knowledge of any order suspending the effectiveness of a Registration Statement at the earliest practicable moment and promptly use its reasonable best efforts to obtain the withdrawal. 5.9 With respect to any Underwritten Offering pursuant to this Agreement, upon reasonable advance notice to the Company, the Company shall give the Stockholders and underwriters participating in the Underwritten Offering and Counsel to the Stockholders reasonable access to all financial and other records, corporate documents and properties of the Company as shall be reasonably necessary or desirable to conduct a reasonable due diligence investigation for purposes of the Securities Act and Exchange Act and shall cause the Company’s officers, directors and employees to reasonably cooperate in the supply of the foregoing information. In addition, upon reasonable advance notice and during normal business hours, the Company shall provide the Stockholders and underwriters participating in the Underwritten Offering and Counsel to the Stockholders such reasonable opportunities to discuss the business of the Company with its officers, directors, employees and the independent public accountants who have certified its financial statements as shall be reasonably necessary or desirable to the Stockholders and such underwriters to conduct a reasonable due diligence investigation for purposes of the Securities Act and the Exchange Act. 5.10 With respect to any Underwritten Offering pursuant to this Agreement, the Company shall obtain and furnish to each underwriter thereof, (a) an opinion of outside counsel for the Company, dated the date of the closing under the underwriting agreement and addressed to the underwriters, reasonably satisfactory in form and substance to such underwriters and to Counsel to the Stockholders, and (b) a “comfort” letter, dated the date of the underwriting agreement and another dated the date of the closing under the underwriting agreement and addressed to the underwriters and signed by the independent public accountants who have certified the Company’s financial statements included or incorporated by reference in the applicable Registration Statement, reasonably satisfactory in form and substance to such underwriters. 5.11 The Company shall (a) enter into such agreements (including an underwriting agreement in customary form) and take such other actions as the Stockholders beneficially owning a majority of the Registrable Securities included in a Registration Statement or the underwriters, if any, shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities current Securities, including customary indemnification, and (b) provide reasonable cooperation, including causing at least one executive officer and a senior financial officer to attend and participate in “road shows” and other information meetings organized by the time underwriters, if any, as reasonably requested; provided, however, that such participation shall not unreasonably interfere with the business operations of receipt of such noticethe Company. (c) The Company’s obligation 5.12 Each Stockholder agrees that it shall not be entitled to file any registration statement or amendment including be named as a post-effective amendment, shall be subject to the Investor, as applicable, furnishing selling securityholder in a Registration Statement unless such Stockholder has timely returned to the Company in writing such information a completed and documents regarding the Investor signed “Selling Stockholder Questionnaire” and the distribution of such Registrable Securities as may reasonably be required a response to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) hereinreasonable requests for further information. (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s obligation to use best efforts under Section 3, the The Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities Common Stock owned by the Holder or (ii) forty-eight (48) months from a total of six months. In the effective date of event that the registration statementstatement is required to be amended or supplemented and the Company gives the Holder notice of such requirement, the Holder shall cease all sales. The Company shall have no liability to the Investor Holder for delays in the Investor Holder being able to sell the Registrable Registerable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when that it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration ______The Holder shall be deemed to have agreed by acquisition of the Company’s obligations under this Agreement, the Investor agrees such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e3.1(f) hereinabove, the Investor shall Holder will forthwith discontinue his sale its disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s Holder's receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e3.1(f) and, if so directed by the Company, shall will deliver to the Company (at the Company’s 's expense) all copies, other than permanent file copies, then in the Investor’s Holder's possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 3.2(a) above 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 the Holders shall have received the copies of the supplemented or amended prospectus contemplated by Section 3.1 (f) above. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, Holder shall be subject to the Investor, as applicable, furnishing furnish to the Company in writing such information and documents regarding the Investor it and the distribution of such Registrable Securities its securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction jurisdictions referred to in Section 3(d3.1(d) hereinabove. The Holder shall also promptly execute any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). (d) If any such registration or comparable statement refers to the Investor Holder by name or otherwise as a stockholder the holder of any securities of the Company, but such reference to the Investor Holder by name or otherwise is not required by the Securities Act or the rules thereunderany similar federal statute then in force, then each Investor the Holder shall have the right to require the deletion of the reference to the Investor, as may be applicableHolder. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities or and (ii) forty-eight (48when all shares of Common Stock are eligible to be sold under Section 4(a)(1) months from under the effective date of the registration statementSecurities Act. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the Investor, as applicable, Investor furnishing to the Company in writing such information and documents regarding the Investor including the Stockholder Questionnaire and the distribution of such the Investor’s Registrable Securities (including the plan of distribution attached as Annex A) as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to the Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If the Investor fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include his Registrable Securities in a registration statement or it may withdraw the Investor’s Registrable Securities from the registration statement without incurring any penalty or otherwise incurring liability to the Investor. (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each the Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall (if required by law) deliver to each purchaser a copy of the any necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act. (f) The Investor agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (the “Stockholder Questionnaire”) as of the Effective Date and provide any updates thereto within four calendar days after receiving notice in accordance with Section 11 that the Company is preparing an amendment to the registration statement in accordance with Section 3 hereof.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) 4 and the Company’s obligation to use best efforts general obligations under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) Registration Statement until the earlier of (i) the sale or other disposition of all Registrable Securities Securities, or (ii) forty-eight (48) months from two years following the effective date effectiveness of the registration statement. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month periodRegistration Statement. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his its sale of Registrable Securities pursuant to the registration statement Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice). (c) The Company’s obligation to file any registration statement Registration Statement or amendment including a post-effective amendment, shall be subject to the Investor, as applicable, furnishing to the Company in writing such information and documents regarding the Investor and the distribution of such the Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement Registration Statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to the Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If the Investor fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include its Registrable Securities in a Registration Statement or it may withdraw the Investor’s Registrable Securities from the Registration Statement without incurring any penalty or otherwise incurring liability to the Investor. (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each the Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale If as result of Registrable Securitiesan SEC Staff policy, rule or regulation or for any other reason, the Investor shall deliver Company is unable to each purchaser a copy register all Registrable Securities in one Registration Statement, then upon the earlier of (i) 30 days (or such earlier time as is permitted by the Staff of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) SEC or any rule of the SEC) after any Registration Statement filed pursuant to this Agreement is declared effective by the SEC, or (ii) when the registered but not issued Underlying Shares fall below 50% of the amount covered by the effective Resale Registration Statement(s), the Company shall file another Registration Statement including all of the remaining Registrable Securities Actof the Investor, in which event the conditions of this Agreement shall apply; provided, however, in no event shall the Company delay the effective date of any Registration Statement for more than five Trading Days after receipt of notice from the SEC Staff that it will either not review a Registration Statement or it has no further comments with respect to a Registration Statement. (f) The Company shall not include any securities for any other stockholder in any registration statement other than Registrable Securities for the Investor in any Registration Statement.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a5(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 34, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities Securities, or (ii) forty-eight when all Registrable Securities held by the Investors are eligible to be sold without volume limits or other limitations under Rule 144 (48) months from or successor rules). Provided, however, if the effective date Company was ever a shell issuer as defined by Rule 144, the Company shall maintain the effectiveness of the registration statementstatement for a period of two years from the date of this Agreement. The Company shall have no liability to the Investor Investors for delays in the Investor Investors being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees Investors agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e4(e) herein, the each Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e4(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d4(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If any Investor fails to provide all of the information required by this Section 5(c), the Company shall have no obligation to include his Registrable Securities in a registration statement or it may withdraw such Investor’s Registrable Securities from the registration statement without incurring any penalty or otherwise incurring liability to such Investor. (d) If any such registration or comparable statement refers to the an Investor by name or otherwise as a stockholder of the Company, but such reference to the such Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the such Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor Investors shall deliver to each purchaser a copy of the any necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s 's general obligation to use its best efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the date of sale of all Registrable Securities or (ii) forty-eight (48) the earlier of nine months from the effective date of the registration statement. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where when the Company would Shares may be required to disclose information at a time when it has no duty to disclose such information publicly sold under the Securities ActRule 144, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month periodas defined. (b) In consideration of the Company’s 's obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s 's receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s 's expense) all copies, other than permanent file copies, then in the Investor’s 's possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s 's obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor's Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company's obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities by an Investor (only as to that Investor) or (ii) forty-eight (48) 12 months from the effective date of this Agreement. Provided, however, that the Company shall not be required to file any post-effective amendment to any registration statementstatement or file any prospectus supplement under Rule 424(b)(3) of the Securities Act beginning six months from the date of this Agreement unless and until the Company fails to file with the Commission a Form 10-Q or Form 10-K within the time required by the rules of the Commission including Rule 12b-25 (or any successor rule). The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If any Investor fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include his Registrable Securities in a registration statement or it may withdraw such Investor’s Registrable Securities from the registration statement without incurring any penalty or otherwise incurring liability to such Investor. (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall (if required by law) deliver to each purchaser a copy of the any necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act. (f) If the Registrable Securities are eligible for sale under Rule 144, the Investor shall sell the Registrable Securities under Rule 144 rather than the registration statement; provided, however, that the Company shall provide at the Investor’s request written confirmation that it has filed all required reports (except Form 8-K) under Section 13 or 15(d) of the Exchange Act during the prior 12 months.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) 4 and the Company’s obligation to use best efforts general obligations under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) Registration Statement until the earlier earliest of (i) the sale or other disposition of all Registrable Securities, (ii) the date that all of the Registrable Securities can be sold by the Investors, pursuant to Rule 144, notwithstanding the availability of public information, as understood and defined in Rule 144, or (ii) forty-eight (48) months from two years following the effective date effectiveness of the registration statement. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month periodRegistration Statement. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees Investors agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the each Investor shall forthwith discontinue his its sale of Registrable Securities pursuant to the registration statement Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice). (c) The Company’s obligation to file any registration statement Registration Statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement Registration Statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If any Investor fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include its Registrable Securities in a Registration Statement or it may withdraw such Investor’s Registrable Securities from the Registration Statement without incurring any penalty or otherwise incurring liability to such Investor. (d) If any such registration or comparable statement refers to the an Investor by name or otherwise as a stockholder of the Company, but such reference to the such Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the such Investor, as may be applicable. (e) In connection with the sale If as result of Registrable Securitiesan SEC Staff policy, rule or regulation or for any other reason, the Investor shall deliver Company is unable to each purchaser a copy register all Registrable Securities in one Registration Statement, then upon the earlier of (i) 30 days (or such earlier time as is permitted by the Staff of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) SEC or any rule of the SEC) after any Registration Statement filed pursuant to this Agreement is declared effective by the SEC, or (ii) when the registered but not issued Underlying Shares fall below 50% of the amount covered by the effective Resale Registration Statement(s), the Company shall file another Registration Statement including all of the remaining Registrable Securities Actof each Investor, in which event the conditions of this Agreement shall apply; provided, however, in no event shall the Company delay the effective date of any Registration Statement for more than five Trading Days after receipt of notice from the SEC Staff that it will either not review a Registration Statement or it has no further comments with respect to a Registration Statement. (f) The Company shall not include any securities for any other stockholder in any registration statement other than Registrable Securities for the Investors in any Registration Statement. (g) The provisions of Section 4.1 of that certain Amended and Restated Securities Purchase Agreement dated April 24, 2024 by and among the Company and the Investors shall apply with equal force and effect to all Registrable Securities (as defined herein).

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities or (ii) forty-eight (48) months from when the effective date of the registration statementCommon Stock may be sold under Rule 144. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s 's general obligation to use best commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 SB-2 or Form S-3) until the earlier of (i) the sale of all Registrable Securities or (ii) forty-eight (48) 12 months from the effective date of the registration statementthis Agreement. The Company shall have no liability to the Investor Investors for delays in the Investor Investors being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s 's consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s 's obligations under this Agreement, the Investor agrees Investors agree Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor Investors shall forthwith discontinue his their sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s Investors' receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s 's expense) all copies, other than permanent file copies, then in the Investor’s Investors' possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s 's obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor's Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company's obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). (d) If any such registration or comparable statement refers to the Investor Investors by name or otherwise as a stockholder of the Company, but such reference to the Investor Investors by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use its best efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3other applicable form) until the earlier date of (i) the sale of all Registrable Securities or (ii) forty-eight (48) months from the effective date of the registration statement. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, Securities; provided, however, any suspension under clauses (ii) or (iii) if the Investors’ beneficial ownership is below the Ownership Threshold, the Company shall not exceed 180 days in any 12 month periodbe required to maintain the effectiveness of a registration statement for two years from the date of effectiveness. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees Investors agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor Investors shall forthwith discontinue his their sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s Investors’ receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s Investors’ possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Furthermore, for not more than 15 consecutive days or for a total of not more than 25 days in any 12-month period, the Company may suspend the use of any prospectus included in any registration statement filed under this Agreement in the event that the Company determines in good faith that such suspension is necessary to delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time would be, in the good faith opinion of the Company, materially detrimental to the Company and its shareholders. The Company shall notify the Investors of each such suspension, and the Investors shall discontinue their sale of Registrable Securities pursuant to the registration statement during the period of each such suspension. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the each Investor’s, as applicable, furnishing to the Company in writing such information and documents (including, without limitation, a selling shareholder’s questionnaire) regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). (d) If any such registration or comparable statement refers to the Investor Investors by name or otherwise as a stockholder of the Company, but such reference to the Investor Investors by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor Investors shall have the right to require the deletion of the reference to the InvestorInvestors, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor Investors shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities ActAct or otherwise comply with the rules and regulations of the SEC.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use its best efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement Registration Statement (under Form S-1 or Form S-3) until the earlier of (i) the date of sale of all Registrable Securities or (ii) forty-eight (48) 24 months from the effective date of the registration statement. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month periodRegistration Statement. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement Registration Statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement Registration Statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) 4 and the Company’s obligation to use best efforts general obligations under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) Registration Statement until the earlier of (i) the sale of all Registrable Securities or and (ii) forty-eight (48) months from the effective first date of the registration statement. The Company shall have on which there are no liability to the Investor for delays in the Investor being able to sell the more Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month periodSecurities. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees Holders agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor each Holder shall forthwith discontinue his its sale of Registrable Securities pursuant to the registration statement Registration Statement covering such Registrable Securities until the InvestorHolder’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice). (c) The Company’s obligation to file any registration statement Registration Statement or amendment including a post-effective amendment, shall be subject to the Investoreach Holder, as applicable, furnishing to the Company in writing such information and documents regarding the Investor such Holder and the distribution of such Holder’s Registrable Securities as may reasonably be required to be disclosed in the registration statement Registration Statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. . The Company’s obligations are also subject to each Holder promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (d) or any successor rule or regulation). If any Holder fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include its Registrable Securities in a Registration Statement or it may withdraw such registration or comparable statement refers to Holder’s Registrable Securities from the Investor by name Registration Statement without incurring any penalty or otherwise as a stockholder of the Company, but incurring liability to such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicableHolder. 5. (e) In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities or Securities, (ii) forty-eight (48) months from the effective date when all shares of the registration statementCommon Stock are eligible to be sold under Rule 144. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month period. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to the each Investor, as applicable, furnishing to the Company in writing such information and documents regarding the such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If any Investor fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include his Registrable Securities in a registration statement or it may withdraw such Investor’s Registrable Securities from the registration statement without incurring any penalty or otherwise incurring liability to such Investors. (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor shall (if required by law) deliver to each purchaser a copy of the any necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use best commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) until the earlier of (i) the sale of all Registrable Securities Securities, or (ii) fortyone year from the Effective Date. Provided, however, that the Company shall not be required to file any post-eight (48effective amendment to any registration statement or file any prospectus supplement under Rule 424(b)(3) of the Securities Act beginning six months from the effective date Effective Date of this Agreement unless and until the Company fails to file with the SEC a Form 10-Q or Form 10-K within the time required by the rules of the registration statementSEC including Rule 12b-25 (or any successor rule). The Company shall have no liability to the Investor Purchasers for delays in the Investor Purchasers’ being able to sell the Registrable Securities (i) as long as the Company uses its best commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month periodSEC. (b) In consideration of the Company’s obligations under this Agreement, the Investor each Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor such Purchaser shall forthwith discontinue his its sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investorsuch Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investorsuch Purchaser’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (c) The Company’s obligation to file include a Purchaser’s Registrable Securities in any registration statement or amendment including a post-effective amendment, shall be subject to the Investor, as applicable, such Purchaser furnishing to the Company in writing such information and documents regarding the Investor such Purchaser and the distribution of such Purchaser’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to the Purchaser promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If the Purchaser fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include his Registrable Securities in a registration statement or it may withdraw such Purchaser’s Registrable Securities from the registration statement without incurring any penalty or otherwise incurring liability to such Purchasers. (d) If any such registration or comparable statement refers to the Investor a Purchaser by name or otherwise as a stockholder of the Company, but such reference to the Investor Purchaser by name or otherwise is not required by the Securities Act Act, the rules thereunder or the rules thereunderwritten policy of the SEC Staff, then each Investor the Purchaser shall have the right to require request the deletion of the reference to the InvestorPurchaser, as may be applicable. (e) In connection with the sale of Registrable Securities, the Investor each Purchaser shall deliver to each purchaser in such sale a copy of the any necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act. (f) If the Registrable Securities are eligible for sale under Rule 144, the Purchasers shall sell the Registrable Securities under Rule 144 rather than the registration statement, and in such event the Company shall have no obligation to register such sale under this Agreement.

Other Procedures. (a) Subject to the remaining provisions of this Section 4(a) 4 and the Company’s obligation to use best efforts general obligations under Section 3, the Company shall be required to maintain the effectiveness of a registration statement (under Form S-1 or Form S-3) Registration Statement until the earlier of (i) the sale or other disposition of all Registrable Securities Securities, or (ii) forty-eight (48) months from two years following the effective date effectiveness of the registration statement. The Company shall have no liability to the Investor for delays in the Investor being able to sell the Registrable Securities (i) as long as the Company uses its best efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission, provided, however, any suspension under clauses (ii) or (iii) shall not exceed 180 days in any 12 month periodRegistration Statement. (b) In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his its sale of Registrable Securities pursuant to the registration statement Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice). (c) The Company’s obligation to file any registration statement Registration Statement or amendment including a post-effective amendment, shall be subject to the Investor, as applicable, furnishing to the Company in writing such information and documents regarding the Investor and the distribution of such the Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement Registration Statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to the Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If the Investor fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include its Registrable Securities in a Registration Statement or it may withdraw the Investor’s Registrable Securities from the Registration Statement without incurring any penalty or otherwise incurring liability to the Investor. (d) If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder shareholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each the Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable. (e) In connection If as result of an SEC Staff policy, rule, or regulation or for any other reason, the Company is unable to register all Registrable Securities in one Registration Statement, then upon the earlier of (i) 30 days (or such earlier time as is permitted by the Staff of the SEC or any rule of the SEC) after any Registration Statement filed pursuant to this Agreement is declared effective by the SEC, or (ii) when the registered but not issued Underlying Shares fall below 50% of the amount covered by the effective Resale Registration Statement(s), the Company shall file another Registration Statement including all of the remaining Registrable Securities of the Investor, in which event the conditions of this Agreement shall apply; provided, however, in no event shall the Company delay the effective date of any Registration Statement for more than two Trading Days after receipt of notice from the SEC Staff that it will either not review a Registration Statement or it has no further comments with respect to a Registration Statement. (f) Subject to Section 4(g) herein, the Company shall not include any securities for any other shareholder in any registration statement other than Registrable Securities for the Investor in any Registration Statement. (g) If the Company files a registration statement for a purpose other than registering the sale of Registrable SecuritiesSecurities and a registration statement covering the sale of all Registrable Securities is not then in effect, the Company shall first offer to include all such uncovered Registrable Securities in such registration statement in accordance with this Section 4(g), which Registrable Securities shall have priority over all other securities to be registered under such registration statement. In such event, the Company shall provide the Investor shall deliver to each purchaser a copy at least 10 Trading Days’ prior written notice of the necessary prospectus andintended filing of such registration statement, if applicableand the Investor may elect to participate in such registration pursuant to this Section 4(g) at any time prior to the expiration of such 10 Trading Day period by giving written notice of such election to the Company. Notwithstanding the foregoing, prospectus supplementnothing in this Section 4(g) shall operate or be interpreted or construed to limit or affect the Investor’s registration and other rights or the Company’s covenants and obligations set forth in the other provisions of this Agreement. For the avoidance of doubt, within nothing in this Agreement shall be construed to preclude the time required by Company from filing a registration statement for a public offering of securities, subject to the provisions of this Section 5(b4(g) and subject to all other provisions of the Securities ActTransaction Documents.