In connection with the Company’s registration obligations hereunder, the Company shall, as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to any Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a registration statement nor such prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Purchaser to suspend the use of any prospectus until the requisite changes to such prospectus have been made, then the Purchaser shall suspend use of such prospectus.

In connection with the Company’s registration obligations hereunder,As promptly as practicable after becoming aware of such event or facts, the Company shall, as promptly as reasonably possible undershall notify the circumstances taking into accountShareholders in writing of the Company’s good faith assessmenthappening of any adverse consequences to the Company and its stockholders of the premature disclosureevent or existence of such event, preparefacts as a supplement or amendment, including a post-effective amendment, toresult of which the prospectus included in any Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that,registration statement, as thereafter delivered, neither a registration statement nor such prospectus will containthen in effect, includes an untrue statement of a material fact or omitomits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Ifmisleading, and promptly prepare a supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Shareholders (or such other number of copies as a Shareholder may reasonably request). The Company notifiesshall also promptly notify the PurchaserShareholders in writing # when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a registration statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to suspend the useShareholders by email or facsimile on the same day of such effectiveness and by overnight mail), # of any request by the SEC for amendments or supplements to any registration statement or related prospectus untilor related information, and # of the requisite changesCompany’s reasonable determination that a post-effective amendment to such prospectus have been made, then the Purchaser shall suspend use of such prospectus.a registration statement would be appropriate.

In connection with the Company’s registration obligations hereunder,As promptly as practicable after becoming aware of such event or facts, the Company shall, as promptly as reasonably possible undershall notify the circumstances taking into accountInvestor of the Company’s good faith assessmenthappening of any adverse consequences to the Company and its stockholders of the premature disclosureevent or existence of such event, preparefacts as a supplement or amendment, including a post-effective amendment, toresult of which the prospectus included in any Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that,Statement, as thereafter delivered, neither a registration statement nor such prospectus will containthen in effect, includes an untrue statement of a material fact or omitomits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Ifmisleading (provided that in no event shall such notice contain any material, non-public information regarding the Company), and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company notifiesshall also promptly notify the PurchaserInvestor in writing # when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to suspend the useInvestor by email or facsimile on the same day of such effectiveness or by overnight mail), # of any request by the SEC for amendments or supplements to any Registration Statement or related prospectus untilor related information, and # of the requisite changesCompany’s reasonable determination that a post-effective amendment to such prospectus have been made, then the Purchaser shall suspend use of such prospectus.a Registration Statement would be appropriate.

In connection with the Company’s registration obligations hereunder,As promptly as practicable after becoming aware of such event or facts, the Company shall, as promptly as reasonably possible undershall notify the circumstances taking into accountInvestor of the Company’s good faith assessmenthappening of any adverse consequences to the Company and its stockholders of the premature disclosureevent or existence of such event, preparefacts as a supplement or amendment, including a post-effective amendment, toresult of which the prospectus included in any Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that,registration statement, as thereafter delivered, neither a registration statement nor such prospectus will containthen in effect, includes an untrue statement of a material fact or omitomits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Ifmisleading (provided that in no event shall such notice contain any material, non-public information regarding the Company), and promptly prepare a supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company notifiesshall also promptly notify the PurchaserInvestor in writing # when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a registration statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to suspend the useInvestor by email or facsimile on the same day of such effectiveness and by overnight mail), # of any request by the SEC for amendments or supplements to any registration statement or related prospectus untilor related information, and # of the requisite changesCompany’s reasonable determination that a post-effective amendment to such prospectus have been made, then the Purchaser shall suspend use of such prospectus.a registration statement would be appropriate.

In connection with the Company’s registration obligations hereunder,As promptly as practicable after becoming aware of such event or facts, the Company shall, as promptly as reasonably possible undershall notify the circumstances taking into accountInvestor in writing of the Company’s good faith assessmenthappening of any adverse consequences to the Company and its stockholders of the premature disclosureevent or existence of such event, preparefacts as a supplement or amendment, including a post-effective amendment, toresult of which the prospectus included in any Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that,registration statement, as thereafter delivered, neither a registration statement nor such prospectus will containthen in effect, includes an untrue statement of a material fact or omitomits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Ifmisleading, and promptly prepare a supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company notifiesshall also promptly notify the PurchaserInvestor in writing # when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a registration statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to suspend the useInvestor by email or facsimile on the same day of such effectiveness and by overnight mail), # of any request by the SEC for amendments or supplements to any registration statement or related prospectus untilor related information, and # of the requisite changesCompany's reasonable determination that a post-effective amendment to such prospectus have been made, then the Purchaser shall suspend use of such prospectus.a registration statement would be appropriate.

In connection with the Company’s registration obligations hereunder,As promptly as practicable after becoming aware of such event or facts, the Company shall, as promptly as reasonably possible undershall notify the circumstances taking into accountInvestor in writing of the Company’s good faith assessmenthappening of any adverse consequences to the Company and its stockholders of the premature disclosureevent or existence of such event, preparefacts as a supplement or amendment, including a post-effective amendment, toresult of which the prospectus included in any Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that,registration statement, as thereafter delivered, neither a registration statement nor such prospectus will containthen in effect, includes an untrue statement of a material fact or omitomits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Ifmisleading, and promptly prepare a supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company notifiesshall also promptly notify the PurchaserInvestor in writing # when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a registration statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to suspend the useInvestor by email or facsimile on the same day of such effectiveness and by overnight mail), # of any request by the SEC for amendments or supplements to any registration statement or related prospectus untilor related information, and # of the requisite changesCompany’s reasonable determination that a post-effective amendment to such prospectus have been made, then the Purchaser shall suspend use of such prospectus.a registration statement would be appropriate.

In connection with the Company’s registration obligations hereunder,As promptly as practicable after becoming aware of such event or facts, the Company shall, as promptly as reasonably possible undershall notify the circumstances taking into accountInvestor in writing of the Company’s good faith assessmenthappening of any adverse consequences to the Company and its stockholders of the premature disclosureevent or existence of such event, preparefacts as a supplement or amendment, including a post-effective amendment, toresult of which the prospectus included in any Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that,Statement, as thereafter delivered, neither a registration statement nor such prospectus will containthen in effect, includes an untrue statement of a material fact or omitomits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Ifmisleading (provided that in no event shall such notice contain any material, non-public information regarding the Company), and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company notifiesshall also promptly notify the PurchaserInvestor in writing # when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to suspend the useInvestor by email or facsimile on the same day of such effectiveness and by overnight mail), # of any request by the SEC for amendments or supplements to any Registration Statement or related prospectus untilor related information, and # of the requisite changesCompany’s reasonable determination that a post-effective amendment to such prospectus have been made, then the Purchaser shall suspend use of such prospectus.a Registration Statement would be appropriate.

In connection with the Company’s registration obligations hereunder, the Company shall, asAs promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosurepracticable after becoming aware of such event, preparethe Company shall notify Investor in writing of the happening of any event as a supplement or amendment, including a post-effective amendment, to anyresult of which the prospectus included in the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that,Statement, as thereafter delivered, neither a registration statement nor such prospectus will containthen in effect, includes an untrue statement of a material fact or omitomission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Ifmisleading ("Registration Default") and use all diligent efforts to promptly prepare a supplement or amendment to such Registration Statement and take any other necessary steps to cure the Registration Default (which, if such Registration Statement is on Form S-3, may consist of a document to be filed by the Company notifieswith the PurchaserSEC pursuant to suspend[Section 13(a), 13(c), 14 or 15(d)])])])] of the use1934 Act (as defined below) and to be incorporated by reference in the prospectus) to correct such untrue statement or omission, and make available copies of such supplement or amendment to the Investor. The Company shall also promptly notify the Investor # when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when the Registration Statement or any post-effective amendment has become effective (the Company will prepare notification of such effectiveness which shall be delivered to the Investor on the same day of such effectiveness and by overnight mail), additionally, the Company will promptly provide to the Investor, a copy of the effectiveness order prepared by the SEC once it is received by the Company; # of any request by the SEC for amendments or supplements to the Registration Statement or related prospectus untilor related information, # of the requisite changesCompany's reasonable determination that a post-effective amendment to such prospectus have been made, then the Purchaser shall suspend useRegistration Statement would be appropriate, # in the event the Registration Statement is no longer effective, or # if the Registration Statement is stale as a result of such prospectus.the Company's failure to timely file its financials or otherwise.

In connection withUpon the Company’s registration obligations hereunder, the Company shall,occurrence of any event contemplated by this Section 3, as promptly as reasonably possible under the circumstances taking into account the Company’[[Organization A:Organization]]’s good faith assessment of any adverse consequences to the Company[[Organization A:Organization]] and its stockholdersstock [[Organization B:Organization]]'s of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to anythe Registration Statement or a supplement to the related prospectusProspectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a registration statementthe Registration Statement nor such prospectusProspectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company[[Organization A:Organization]] notifies the Purchaser[[Organization B:Organization]] in accordance with [clauses (iii) through (vi) of Section 3(d)] above to suspend the use of any prospectusProspectus until the requisite changes to such prospectusProspectus have been made, then the Purchaser[[Organization B:Organization]] shall suspend use of such prospectus.Prospectus. The [[Organization A:Organization]] will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

In connection with the Company’s registration obligations hereunder, the Company shall, asAs promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosurepracticable after becoming aware of such event, preparethe Company shall notify Investor in writing of the happening of any event as a supplement or amendment, including a post-effective amendment, to anyresult of which the prospectus included in the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that,Statement, as thereafter delivered, neither a registration statement nor such prospectus will containthen in effect, includes an untrue statement of a material fact or omitomission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Ifmisleading (“Registration Default”) and use all diligent efforts to promptly prepare a supplement or amendment to such Registration Statement and take any other necessary steps to cure the Registration Default (which, if such Registration Statement is on Form S-3, may consist of a document to be filed by the Company notifieswith the PurchaserSEC pursuant to suspend[Section 13(a), 13(c), 14 or 15(d)])])])] of the use1934 Act (as defined below) and to be incorporated by reference in the prospectus) to correct such untrue statement or omission, and make available copies of such supplement or amendment to the Investor. The Company shall also promptly notify the Investor # when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when the Registration Statement or any post-effective amendment has become effective (the Company will prepare notification of such effectiveness which shall be delivered to the Investor on the same day of such effectiveness and by overnight mail), additionally, the Company will promptly provide to the Investor, a copy of the effectiveness order prepared by the SEC once it is received by the Company; # of any request by the SEC for amendments or supplements to the Registration Statement or related prospectus untilor related information, # of the requisite changesCompany’s reasonable determination that a post-effective amendment to such prospectus have been made, then the Purchaser shall suspend useRegistration Statement would be appropriate, # in the event the Registration Statement is no longer effective, or # if the Registration Statement is stale as a result of such prospectus.the Company’s failure to timely file its financials or otherwise