Common use of Renewal of Registration Statement Clause in Contracts

Renewal of Registration Statement. The date of this Agreement is not more than three years subsequent to the initial effective date of the Registration Statement (the “Renewal Date”). If, immediately prior to the Renewal Date, this Agreement has not terminated and a prospectus is required to be delivered or made available by the Sales Agent under the Securities Act or the Exchange Act in connection with the sale of the Securities, the Company will, prior to the Renewal Date, file, if it has not already done so, a new shelf registration statement or, if applicable, an automatic shelf registration statement relating to the Securities, and, if such registration statement is not an automatic shelf registration statement, will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Date, and will take all other reasonable actions necessary or appropriate to permit the public offer and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the “Registration Statement” shall include such new shelf registration statement or automatic shelf registration statement, as the case may be and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated or deemed to be incorporated by reference therein, included in any such new shelf registration statement or automatic shelf registration statement, as the case may be, at the time of such registration statement’s effectiveness and at each deemed effective date with respect to the Sales Agent pursuant to Rule 430B(f)(2) under the Securities Act.

Renewal of Registration Statement. The date of this Agreement is not more than three years subsequent to the initial effective date of the Registration Statement (the “Renewal Date”). If, immediately prior to the Renewal Date, this Agreement has not terminated and a prospectus is required to be delivered or made available by the Sales Agent Manager or the Forward Seller under the Securities Act or the Exchange Act in connection with the sale of the such Securities, the Company will, prior to the Renewal Date, file, if it has not already done so, a new shelf registration statement or, if applicable, an automatic shelf registration statement relating to the such Securities, and, if such registration statement is not an automatic shelf registration statement, will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Date, and will take all other reasonable actions necessary or appropriate to permit the public offer and sale of the such Securities to continue as contemplated in the expired registration statement relating to the such Securities. References herein to the “Registration Statement” shall include such new shelf registration statement or automatic shelf registration statement, as the case may be. To the extent that the Registration Statement is not available for the sales of the Securities as contemplated by this Agreement or the Company is not a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) or otherwise is unable to make the representations set forth in Section 5(a) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Securities necessary to complete such sales of the Securities and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectusProspectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated or deemed to be incorporated therein by reference thereinreference, included in any such new shelf registration statement or automatic shelf registration statement, as the case may be, at the time of such registration statement’s effectiveness and at each deemed effective date with respect to the Sales Agent pursuant to Rule 430B(f)(2) under the Securities Actstatement became effective.

Renewal of Registration Statement. The date of this Agreement is not more than three (3) years subsequent to the initial effective date of the Registration Statement (the “Renewal Date”). If, immediately prior to the third anniversary of the Renewal Date, this Agreement has not terminated and a prospectus is required to be delivered or made available by the Sales Agent Distribution Agents under the Securities Act or the Exchange Act in connection with the sale of the Securitiessuch Placement Shares, the Company will, prior to the Renewal Date, file, if it has not already done so, a new shelf registration statement or, if applicable, an automatic shelf registration statement relating to the Securitiessuch Placement Shares, and, if such registration statement is not an automatic shelf registration statement, will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Date, and will take all other reasonable actions necessary or appropriate to permit the public offer and sale of the Securities such Placement Shares to continue as contemplated in the expired registration statement relating to the Securitiessuch Placement Shares. References herein to the “Registration Statement” shall include such new shelf registration statement or automatic shelf registration statement, as the case may be and all references be.Rights to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectusRefuse Purchase. If, including all documents incorporated or deemed to be incorporated by reference therein, included in any such new shelf registration statement or automatic shelf registration statement, as the case may be, at the time of such registration statement’s effectiveness and at each deemed effective date with respect to the Sales knowledge of the Company, all filings required by Rule 424 in connection with the offering of the Placement Shares shall not have been made or the representations and warranties of the Company in Section 5 hereof shall not be true and correct on any applicable Settlement Date, the Company will offer to any person who has agreed to purchase Placement Shares from the Company as a result of an offer to purchase solicited by a Distribution Agent pursuant the right to Rule 430B(f)(2) under the Securities Actrefuse to purchase and pay for such Placement Shares.

Renewal of Registration Statement. The date of this Agreement is not more than three years subsequent to the initial effective date of the Registration Statement (the “Renewal Date”). If, immediately prior to the Renewal Date, this Agreement has not terminated and a prospectus is required to be delivered or made available by the Sales Agent under the Securities Act or the Exchange Act in connection with the sale of the such Securities, the Company will, prior to the Renewal Date, file, if it has not already done so, a new shelf registration statement or, if applicable, an automatic shelf registration statement relating to the such Securities, and, if such registration statement is not an automatic shelf registration statement, will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Date, and will take all other reasonable actions necessary or appropriate to permit the public offer and sale of the such Securities to continue as contemplated in the expired registration statement relating to the such Securities. References herein to the “Registration Statement” shall include such new shelf registration statement or automatic shelf registration statement, as the case may be and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated or deemed to be incorporated by reference therein, included in any such new shelf registration statement or automatic shelf registration statement, as the case may be, at the time of such registration statement’s effectiveness and at each deemed effective date with respect to the Sales Agent pursuant to Rule 430B(f)(2) under the Securities Act.

Renewal of Registration Statement. The date of this Agreement is not more than three years subsequent to the initial effective date of the Registration Statement (the “Renewal Date”). If, immediately prior to the Renewal Date, this Agreement has not terminated and a prospectus is required to be delivered or made available by the Sales Agent Manager under the Securities Act or the Exchange Act in connection with the sale of the such Securities, the Company will, prior to the Renewal Date, file, if it has not already done so, a new shelf registration statement or, if applicable, an automatic shelf registration statement relating to the such Securities, and, if such registration statement is not an automatic shelf registration statement, will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Date, and will take all other reasonable actions necessary or appropriate to permit the public offer and sale of the such Securities to continue as contemplated in the expired registration statement relating to the such Securities. References herein to the “Registration Statement” shall include such new shelf registration statement or automatic shelf registration statement, as the case may be. To the extent that the Registration Statement is not available for the sales of the Securities as contemplated by this Agreement or the Company otherwise is unable to make the representations set forth in Section 5(a) hereof at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Securities necessary to complete such sales of the Securities and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference Table of Contents therein pursuant to Item 12 of Form S-3, and all references to “base prospectusProspectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated or deemed to be incorporated therein by reference thereinreference, included in any such new shelf registration statement or automatic shelf registration statement, as the case may be, at the time of such registration statement’s effectiveness and at each deemed effective date with respect to the Sales Agent pursuant to Rule 430B(f)(2) under the Securities Actstatement became effective.

Renewal of Registration Statement. The date If, immediately prior to the third (3rd) anniversary of this Agreement is not more than three years subsequent to the initial effective date of the Registration Statement (the “Renewal Date”). If, immediately prior to any of the Renewal Date, Shares remain unsold and this Agreement has not been terminated and a prospectus is required to be delivered or made available by the Sales Agent under the Securities Act or the Exchange Act in connection with the sale of the Securitiesfor any reason, the Company will, prior to the Renewal Date, file, if it has not already done so, file a new shelf registration statement or, if applicable, an automatic shelf registration statement relating to the SecuritiesShares, in a form satisfactory to BTIG and its counsel, and, if such registration statement is not an automatic shelf registration statement, will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Date, and . The Company will take all other reasonable actions necessary or appropriate to permit the public offer and sale of the Securities Shares to continue as contemplated in the expired registration statement relating to the SecuritiesShares. References From and after the effective date thereof, references herein to the “Registration Statement” shall include such new shelf registration statement or automatic shelf registration statement, as the case may be and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated or deemed to be incorporated by reference therein, included in any such new shelf registration statement or automatic shelf registration statement, as the case may be. Consent to BTIG Purchases. The Company acknowledges and agrees that BTIG may, to the extent permitted under the Securities Act and the Exchange Act (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, including, without limitation, at the same time any Placement Notice is in effect or any sales of Shares occur pursuant to this Agreement or any Terms Agreement; provided that BTIG acknowledges and agrees that, except pursuant to a Terms Agreement, any such transactions are not being, and shall not be deemed to have been, undertaken at the request or direction of, or for the account of, the Company, and that the Company has and shall have no control over any decision by BTIG and its affiliates to enter into any such transactions. Representations and Covenants of BTIG. BTIG represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which BTIG is exempt from registration or such registration statementis not otherwise required. BTIG shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except in such states in which BTIG is exempt from registration or such registration is not otherwise required, during the terms of this Agreement. BTIG will comply with all applicable laws and regulations in connection with the sale of Placement Shares pursuant to this Agreement and any Terms Agreement, including, but not limited to, Regulation M under the Exchange Act. Conditions to BTIG’s effectiveness and at each deemed effective date Obligations . The obligations of BTIG hereunder with respect to a Placement in any Agency Transaction, and the Sales Agent obligations of BTIG with respect to a Principal Transaction pursuant to Rule 430B(f)(2) under any Terms Agreement and this Agreement, will in each case be subject to the Securities Act.continuing accuracy and completeness of the representations and warranties made by the

Renewal of Registration Statement. The date of this Agreement is not more than three years subsequent to the initial effective date of the Registration Statement (the “Renewal Date”). If, immediately prior to the Renewal Date, this Agreement has not terminated and a prospectus is required to be delivered or made available by the Sales Agent Manager under the Securities Act or the Exchange Act in connection with the sale of the such Securities, the Company will, prior to the Renewal Date, file, if it has not already done so, a new shelf registration statement or, if applicable, an automatic shelf registration statement relating to the such Securities, and, if such registration statement is not an automatic shelf registration statement, will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Date, and will take all other reasonable actions necessary or appropriate to permit the public offer and sale of the such Securities to continue as contemplated in the expired registration statement relating to the such Securities. References herein to the “Registration Statement” shall include such new shelf registration statement or automatic shelf registration statement, as the case may be. To the extent that the Registration Statement is not available for the sales of the Securities as contemplated by this Agreement or the Company otherwise is unable to make the representations set forth in Section 5(a) hereof at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Securities necessary to complete such sales of the Securities and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectusProspectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated or deemed to be incorporated therein by reference thereinreference, included in any such new shelf registration statement or automatic shelf registration statement, as the case may be, at the time of such registration statement’s effectiveness and at each deemed effective date with respect to the Sales Agent pursuant to Rule 430B(f)(2) under the Securities Actstatement became effective.