Common use of Initial Mandatory Registration Clause in Contracts

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a Registration Statement covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement available for such resale that permits incorporation by reference at least to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities. The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (subject to subsequent reduction if directed by the staff of the SEC). The Company shall use best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have the Initial Registration Statement remain continuously effective under the 1933 Act until such date on which there are no longer any Registrable Securities covered by such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the "Selling Stockholders" and "Plan of Distribution" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Stockholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesRequired Holders. The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form F-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form F-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(f). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities Common Shares equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(g). In addition to the Initial Registrable Securities, the Initial Registration Statement may cover such number of Interest Shares and Make-Whole Shares as the Company determines to include therein. The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" section in substantially the form attached hereto as Exhibit B and, other than pursuant to the registration of the Lu Shares, the "Selling Shareholders" section in substantially the form attached hereto as Exhibit B, unless otherwise required by the SEC). The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and Deadline. The Company shall use commercially reasonable best efforts to have file with the Initial Registration Statement remain continuously effective SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration StatementStatement by 9:30 am on the Business Day following the Effective Date, but in any case no later than the deadline required by Rule 424.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-1 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement available for such resale that permits incorporation by reference at least to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Initial Registrable Securities. The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Stockholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Promptly following the Closing Date, the Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Seller shall cause the Company shall to prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Seller shall cause the Company to use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the "Selling Stockholders" and "Plan of Distribution" sections in substantially the SEC). form attached hereto as Exhibit B. The Seller shall cause the Company shall to use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the third Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Seller shall cause the Company to file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Promptly following the Closing Date, the Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-1 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC)form attached hereto as Exhibit B, with such modifications as may be required by law. The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. The Company represents and warrants that it is the Company’s understanding that the SEC will not cause there to be Cutback Shares with respect to up to one-third of the Company’s public float, calculated under SEC rules.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of at least the Registrable Securities number of shares of Common Stock equal to the Initial Required Registration Amount determined as of date the Registration Statement is initially filed with the SEC. In the event that Form S-3 is unavailable for an offering to be made on such a continuous basis pursuant to Rule 415 orregistration, if Rule 415 is not available for offers and sales of the Registrable Securities, by Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the that number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the such Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the "Selling Stockholders" and "Plan of Distribution" sections for the SEC). Investors in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m., New York time, on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(f). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(g). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Stockholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the "Selling Stockholders" and "Plan of Distribution" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 am on the date following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until the final prospectus to be used in connection with sales pursuant to such date on which there are no longer any Registrable Securities covered by such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales Initial Required Registration Amount of the Initial Registrable Securities, subject to any required reduction by such other means of distribution the SEC to the number of Registrable Securities as allowed to be included in such Initial Registration Statement. In the Investors may reasonably specifyevent that Form S-3 is unavailable for such a registration, in respect of which the Company may shall use a registration statement on Form S-3 (S-1 or any successor short such other form registration statement as is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Selling Stockholders" and "Plan of Distribution" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Promptly following the Closing Date, the Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-1 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement available for such resale that permits incorporation by reference at least to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Initial Registrable Securities. The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m., New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. The Company represents and warrants that Cutbacks will not apply with respect to at least 6,000,000 Initial Registrable Securities and that not fewer than 6,000,000 of Initial Registrable Securities must be included for registration in the Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(d). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction if directed by the staff of the SECadjustment as provided in Section 2(f). The Initial Registration Statement shall contain the "Selling Stockholders" section and "Plan of Distribution" attached hereto as Annex I. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until the final prospectus to be used in connection with sales pursuant to such date on which there are no longer any Registrable Securities covered by such Initial Registration Statement.

Initial Mandatory Registration. The Promptly following the Closing Date, the Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the SEC)form attached hereto as Exhibit B, with such modifications as may be required by law. The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Promptly following the Closing Date, the Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Stockholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Promptly following the Closing Date, the Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the SEC)form attached hereto as Exhibit B, with such modifications as may be required by law. The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. The Company represents and warrants that Cutbacks will not apply with respect to at least 3,552,146 Initial Registrable Securities and that not fewer than 3,552,146 shares of Initial Registrable Securities must be included for registration in the Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial/Replacement Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(g). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(h). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Stockholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, (i) file with the SEC a the Initial Registration Statement on Form F-3 or Form S-3 covering the resale of all of the Initial Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify, in respect of which the Company may use a or (ii) amend its existing registration statement on Form S-3 (F-3 with the SEC file number 333-132777 to cover the resale of all the Initial Registrable Securities. In the event that Form F-3 or any successor short form registration statement available for such resale that permits incorporation by reference at least to the same extent as such form) or, if a registration statement on Form S-3 is not then available unavailable for such a registration, the Company shall use Form F-1 or Form S-1, as applicable, subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities ADRs equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the "Selling Shareholders" and "Plan of Distribution" sections in substantially the form attached hereto as Exhibit B, with such changes as may be appropriate to reflect the inclusion of other permissible securities of the SEC)Company and other changes which may be necessary or appropriate. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have the Initial Registration Statement remain continuously effective under the 1933 Act until such date on which there are no longer any Registrable Securities covered by such Initial Registration StatementDeadline.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-1 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-1 is unavailable for such a registration, by such other means of distribution of Registrable Securities as the Investors may reasonably specify, in respect of which the Company may shall use a registration statement on Form S-3 (or any successor short other form registration statement as is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesRequired Holders. The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(e). The Initial Registration Statement shall contain (except if otherwise directed by the staff of Required Holders or the SEC). ) the “Plan of Distribution” section in substantially the form attached hereto as Exhibit B. The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall use commercially reasonable its best efforts to have file with the Initial Registration Statement remain continuously effective SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a Commission the Initial Registration Statement on Form S-3 covering the resale of at least the Registrable Securities number of shares of Common Stock equal to the Initial Required Registration Amount determined as of date the Registration Statement is initially filed with the Commission. In the event that Form S-3 is unavailable for an offering to be made on such a continuous basis pursuant to Rule 415 orregistration, if Rule 415 is not available for offers and sales of the Registrable Securities, by Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another form reasonably acceptable to the same extent as such form) orRequired Purchasers, if a registration statement on Form S-3 is not then available subject to the Companyprovisions of Section 2(e). Form S-1 shall be treated as reasonably acceptable to the Required Purchasers, on such form subject to the provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the that number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the such Initial Registration Statement is initially filed with the SEC Commission. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Purchasers) the “Plan of Distribution” sections for the SEC). Purchasers in substantially the form attached hereto as Exhibit B and any information provided by the Purchasers in a completed selling stockholder questionnaire in substantially the form attached hereto as Exhibit C. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC Commission as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. To the extent the staff of the Commission requires that the number of Registrable Securities registered for resale on the Initial Registration Statement remain continuously effective be reduced, the Company shall reduce the number of Registrable Securities so registered on such Registration Statement to one-third (1/3) of the Company’s non-affiliate public float on the Initial Closing Date (or such lesser number as required by the staff of the Commission), and will file one or more Additional Registration Statements covering the excess shares, as described in Section 2.1(b). By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the 1933 Securities Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff of Required Holders or the SEC). ) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, prepare and file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orHolder, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Holder or if not permitted under SEC regulations or not advisable under SEC rules or guidance) the “Plan of Distribution” and “Selling Shareholder” sections in substantially the SECform attached hereto as Exhibit B (it being understood that the Company may include in such sections any such additional information not otherwise contained therein that is required to be included in such sections under SEC regulations). The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by such the final prospectus to be used in connection with sales pursuant to the Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration in accordance with SEC Guidance, by the Company shall use such other means of distribution of Registrable Securities appropriate form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration in accordance with SEC Guidance, subject to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(d). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the Business Day prior to the date the Initial Registration Statement is initially filed with the SEC (the “Initial Filing Determination Date”), subject to subsequent reduction if directed by adjustment as provided in Section 2(e). Not later than five Business Days prior to the staff anticipated Initial Filing Determination Date, the Company shall provide written notice to the Investors of such anticipated Initial Filing Determination Date. Each Investor shall notify the Company of the SECnumber of Initial Registrable Securities to be included by it in such Initial Registration Statement (and shall provide such other information as is required by Section 4(a)) not later than the third Business Day after receipt of such notice from the Company. The Company shall use best its commercially reasonable efforts to have cause the Initial Registration Statement declared to become effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By the end of the Business Day following the Initial Registration Statement remain continuously effective under Effective Date, the 1933 Act until such date on which there are no longer any Registrable Securities covered by Company shall file with the SEC, in accordance with SEC Guidance, a final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(g). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(h). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Stockholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. Notwithstanding the foregoing in this Section 2(a), if the Company shall furnish to the Investor a certificate signed by an executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and shall use commercially reasonable efforts to have its shareholders for the Initial Registration Statement remain continuously to be filed or made effective under at the 1933 Act until such date on which there are no longer any Registrable Securities covered by such time required, the Company shall have the right to defer the filing of the Initial Registration StatementStatement registration statement for a period of not more than 90 days from the time the filing or effectiveness is required; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(f). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(g). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Stockholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-1 or Form SB-2 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement available for such resale that permits incorporation by reference at least to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Initial Registrable Securities. The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction if directed by the staff of the SECadjustment as provided in Section 2(f). The Initial Registration Statement shall contain the "Selling Stockholders" section and "Plan of Distribution" attached hereto as Annex I. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 5:30 p.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until the final prospectus to be used in connection with sales pursuant to such date on which there are no longer any Registrable Securities covered by such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, prepare and file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(g). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(h). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders or if not permitted under SEC regulations or not advisable under SEC rules or guidance) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the SECform attached hereto as Exhibit B (it being understood that the Company may include in such sections any such additional information not otherwise contained therein that is required to be included in such sections under SEC regulations). The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by such the final prospectus to be used in connection with sales pursuant to the Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form SB-2 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form SB-2 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the "Selling Stockholders" and "Plan of Distribution" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 am on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until the final prospectus to be used in connection with sales pursuant to such date on which there are no longer any Registrable Securities covered by such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise {AJF/SWJ/019170-000001/00939535} directed by the staff Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 5:30 p.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the "Selling Stockholders" and "Plan of Distribution" sections in substantially the SEC)form attached hereto as Exhibit B, unless otherwise required by the SEC or unless otherwise reasonably directed by the Required Holders in writing with only such changes as would typically be contained in such "Selling Shareholders" or "Plan of Distribution" sections. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and Deadline. The Company shall use commercially its reasonable best efforts to have file with the Initial Registration Statement remain continuously effective SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration StatementStatement by 9:30 am on the Business Day following the Effective Date, but in any case no later than the deadline required by Rule 424.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration, subject to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as to the Initial Registrable Securities as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have the Initial Registration Statement remain continuously effective under the 1933 Act until such date on which there are no longer any Registrable Securities covered by such Initial Registration StatementDeadline.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Securities Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the "Selling Stockholders" and "Plan of Distribution" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the third (3rd) Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(f). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(g). The Initial Registration Statement shall contain (except if directed otherwise directly by the staff Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the SEC). form attached hereto as Annex I. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline Deadline. Promptly and shall use commercially reasonable efforts to have in no event later than by 9:30 a.m. New York time on the first Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration and reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2.2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the lesser of (x) the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC and (subject y) the maximum number of shares of Common Stock of the Company permitted to subsequent reduction if directed be registered therein by the staff of the SEC). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders) the "SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION" sections in substantially the form attached hereto as EXHIBIT B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 5:30 p.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities appropriate form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration, subject to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(d). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Business Day prior to the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction if directed by the staff of the SECadjustment as provided in Section 2(e). The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By the end of the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Securities Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the third (3rd) Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Promptly following the Request Date, the Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Promptly following the Subsequent Closing Date, the Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Stockholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the second Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Stockholders" sections in substantially the SEC). form attached hereto as Exhibit A. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form F-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form F-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities Common Shares equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the "Selling Shareholders" and "Plan of Distribution" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the second Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Promptly following the Closing Date, the Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC)form attached hereto as Exhibit B, with such modifications as may be required by law. The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Promptly following the Closing Date, the Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC)form attached hereto as Exhibit B, with such modifications as may be required by law. The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. The Company represents and warrants that Cutbacks will not apply with respect to at least 3,990,303 Initial Registrable Securities and that not fewer than 3,990,303 of Initial Registrable Securities must be included for registration in the Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities, by subject to the limitations set forth below. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Sections 2(f) and 2(g). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities, by subject to the limitations set forth below. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Sections 2(f) and 2(g). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Promptly following the Closing Date, the Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-1 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement available for such resale that permits incorporation by reference at least to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Initial Registrable Securities. The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m., New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. The Company represents and warrants that Cutbacks will not apply with respect to at least 1,500,000 Initial Registrable Securities and that not fewer than 1,500,000 of Initial Registrable Securities must be included for registration in the Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than On or prior to the Initial Filing Deadline, Deadline the Company shall prepare and file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the "Selling Stockholders" and "Plan of Distribution" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities appropriate form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration and is reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Selling Shareholders" and "Plan of Distribution" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 or Form F-3, as applicable, or if Form S-3 and Form F-3 are unavailable, Form S-1 or Form F-1, as applicable, covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement available for such resale that permits incorporation by reference at least to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Initial Registrable Securities. The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities Ordinary Shares equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the SEC). form attached hereto as Exhibit A. The Company shall use best its reasonable commercial efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. No later than the second (2nd) Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(f). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(g). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Stockholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, and as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, prepare and file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Stockholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared or deemed effective by the SEC as soon as reasonably practicable, 30 days prior to the Initial Effectiveness Deadline but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have the Initial Registration Statement remain continuously effective under the 1933 Act until such date on which there are no longer any Registrable Securities covered by such Initial Registration Statement.Deadline. By

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(f). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(g). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Stockholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-1 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-1 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Stockholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than 10 days after the Initial Closing Date (as defined in the Securities Purchase Agreement) (the "Initial Filing Deadline"), file with the SEC a the Initial Registration Statement on Form F-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form F-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration, subject to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities Ordinary Shares equal to the product of (x) 1.3 and (y) the number of Initial Required Registration Amount determined Registrable Securities as of the trading day immediately preceding the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff holders of at least a majority of the SEC). Registrable Securities) the "Selling Shareholders" section in substantially the form attached hereto as Exhibit B and the "Plan of Distribution" attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the date which is 90 days after the Initial Closing Date (the "Initial Effectiveness Deadline and shall use commercially reasonable efforts to have the Initial Registration Statement remain continuously effective under the 1933 Act until such date on which there are no longer any Registrable Securities covered by such Initial Registration StatementDeadline").

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(f). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in this Section 2. The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Stockholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Securities Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form F-3 or Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities, by such other means of distribution of Registrable Securities as . In the Investors may reasonably specify, in respect of which the Company may use a registration statement on event that Form S-3 (F-3 or any successor short form registration statement available for such resale that permits incorporation by reference at least to the same extent as such form) or, if a registration statement on Form S-3 is not then available unavailable for such a registration, the Company shall use Form F-1 or Form S-1, as applicable, subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities ADRs equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the "Selling Shareholders" and "Plan of Distribution" sections in substantially the form attached hereto as Exhibit B, with such changes as may be appropriate to reflect the inclusion of other permissible securities of the SEC)Company and other changes which may be necessary or appropriate. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have the Initial Registration Statement remain continuously effective under the 1933 Act until such date on which there are no longer any Registrable Securities covered by such Initial Registration StatementDeadline.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form SB-2 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form SB-2 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the "Selling Stockholders" and "Plan of Distribution" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 am on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until the final prospectus to be used in connection with sales pursuant to such date on which there are no longer any Registrable Securities covered by such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration and reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2.2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the lesser of (x) the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC and (subject y) the maximum number of shares of Common Stock of the Company permitted to subsequent reduction if directed be registered therein by the staff of the SEC). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration, subject to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(d). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as to the Initial Registrable Securities as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject except to subsequent reduction if directed the extent requested otherwise by the staff Required Holders or reasonably determined by the Company to be inappropriate) the "Selling Stockholders" and "Plan of Distribution" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and Deadline. The Company shall use commercially reasonable efforts not be obligated to have enter into any underwriting agreement for the sale of any of the Initial Registration Statement remain continuously effective under the 1933 Act until such date on which there are no longer any Registrable Securities covered by such Initial Registration StatementSecurities.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form SB-2 or Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form SB-2 or Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff of Required Holders) the SEC). "SELLING SHAREHOLDERS" and "PLAN OF DISTRIBUTION" sections in substantially the form attached hereto as EXHIBIT B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have the Initial Registration Statement remain continuously effective under the 1933 Act until such date on which there are no longer any Registrable Securities covered by such Initial Registration StatementDeadline.

Initial Mandatory Registration. The Company shall prepare, prepare and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a SEC, the Initial Registration Statement covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement available for such resale that permits incorporation by reference at least seeking to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form register resales of registration statement as is then available to effect a registration for resale of the Registrable Securities. The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to subsequent reduction if directed by the staff provisions of the SECSection 2.1(d). The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. To the extent the staff of the SEC requires that the number of Registrable Securities registered for resale on the Initial Registration Statement remain continuously effective under be reduced, the 1933 Act until such date on which there are no longer any Company shall reduce the number of Registrable Securities covered (reducing first, those securities to be included by any other Person other than an Investor, and second, from the pool of Conversion Shares (or should an Investor request otherwise in writing, such other Registrable Securities of such Investor that such Investor shall specify)) so registered on such Registration Statement to one-third (1/3) of the Company’s non-affiliate public float on the Initial Exchange Date, and will file one or more Additional Registration Statements on Form S-3 seeking to register the excess shares, as described in Section 2.1(b). By 9:30 a.m. New York City time on the second (2) Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-1 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement available for such resale that permits incorporation by reference at least to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Initial Registrable Securities. The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC). form attached hereto as Exhibit A. The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m., New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales Initial Required Registration Amount of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction if directed by the staff of the SECadjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use commercially reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall use all commercially reasonable efforts to prepare, andand use all commercially reasonable efforts to, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(f). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(g). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use best all commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall use all commercially reasonable efforts to have file with the Initial Registration Statement remain continuously effective SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, prepare and file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities as soon as reasonably practicablepracticable after the Closing Date, but in no event more than thirty (30) days after the Closing Date (the “Initial Filing Deadline”), and shall cause such Initial Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter, but in no event later than the Initial Filing Effectiveness Deadline. In the event that Form S-3 is unavailable for such a registration, file with the SEC a Registration Statement covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities Common Shares equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and the “Selling Shareholders” sections in substantially the forms attached hereto as Exhibit B, unless otherwise required by the SEC). The Company shall use reasonable best efforts to have the Initial Registration Statement declared effective by file with the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have the Initial Registration Statement remain continuously effective accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration StatementStatement by 9:30 am on the Business Day following the Effective Date, but in any case no later than the deadline required by Rule 424.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration in accordance with SEC Guidance, by the Company shall use such other means of distribution of Registrable Securities appropriate form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration in accordance with SEC Guidance, subject to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(d). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the Business Day prior to the date the Initial Registration Statement is initially filed with the SEC (the “Initial Filing Determination Date”), subject to subsequent reduction if directed by adjustment as provided in Section 2(e). Not later than five Business Days prior to the staff anticipated Initial Filing Determination Date, the Company shall provide written notice to the Investors of such anticipated Initial Filing Determination Date. Each Investor shall notify the Company of the SECnumber of Initial Registrable Securities to be included by it in such Initial Registration Statement (and shall provide such other information as is required by Section 4(a)) not later than the third Business Day after receipt of such notice from the Company. The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By the end of the Business Day following the Initial Registration Statement remain continuously effective under Effective Date, the 1933 Act until such date on which there are no longer any Registrable Securities covered by Company shall file with the SEC, in accordance with SEC Guidance, a final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (subject to subsequent reduction if directed by the staff of the SEC). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders) the "Selling Stockholders" and "Plan of Distribution" sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable. By 9:30 a.m., but in no event later than New York time, on the second Business Day following the Initial Effectiveness Deadline and Date, the Company shall use commercially reasonable efforts to have file with the Initial Registration Statement remain continuously effective SEC in accordance with Rule 424 under the 1933 Act until the final prospectus to be used in connection with sales pursuant to such date on which there are no longer any Registrable Securities covered by such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of at least the Registrable Securities number of shares of Common Stock equal to the Initial Required Registration Amount determined as of date the Registration Statement is initially filed with the SEC. In the event that Form S-3 is unavailable for an offering to be made on such a continuous basis pursuant to Rule 415 orregistration, if Rule 415 is not available for offers and sales of the Registrable Securities, by Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the that number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the such Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections for the SEC). Investors in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m., New York time, on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Stockholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, prepare and file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders or if not permitted under SEC regulations or not advisable under SEC rules or guidance) the “Plan of Distribution” section in substantially the SECform attached hereto as Exhibit A (it being understood that the Company may include in such section any such additional information not otherwise contained therein that is required to be included in such sections under SEC regulations). The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by such the final prospectus to be used in connection with sales pursuant to the Initial Registration Statement.. (b)

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Stockholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Promptly following the Closing Date, the Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-1 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement available for such resale that permits incorporation by reference at least to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Initial Registrable Securities. The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m., New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. The Company represents and warrants that Cutbacks will not apply with respect to at least 5,000,000 Initial Registrable Securities and that not fewer than 5,000,000 of Initial Registrable Securities must be included for registration in the Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form F-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form F-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities Ordinary Shares equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Stockholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(f). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(g). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Stockholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of the Initial Registration Statement or if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Promptly following the Closing Date, the Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-1 (or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(e)) covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement available for such resale that permits incorporation by reference at least to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Initial Registrable Securities. The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities Ordinary Shares equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the form attached hereto as Exhibit B, with such modifications as may be required by law or in response to comments of the staff of the SEC). The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m., New York time on the second Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall use its reasonable best efforts to prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(f). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction if directed by the staff of the SECadjustment as provided in Section 2(g). The Initial Registration Statement shall contain the “Plan of Distribution” attached hereto as Annex I. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline Deadline. Promptly and shall use commercially reasonable efforts to have in no event later than by 9:30 a.m. New York time on the second Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to MST, subject to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f) and subject to the exclusion of Cutback Shares. The Initial Registration Statement shall contain (except if otherwise directed by MST) the staff "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form SB-2, Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration and is reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(d). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction if directed by the staff of the SECadjustment as provided in Section 2(f). The Initial Registration Statement shall contain the "Selling Stockholders" section and "Plan of Distribution" attached hereto as Annex I. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 5:00 p.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. Each holder of Initial Registrable Securities has furnished to the Company a completed Questionnaire in the form attached to this Agreement as Annex II (a "Selling Holder Questionnaire").

Initial Mandatory Registration. The Promptly following the Closing Date, the Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Mergeco Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the SEC)form attached hereto as Exhibit B, with such modifications as may be required by law. The Company shall use best its reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Investor may request in writing (the date of such request, the “Demand Date”) that the Company shall prepare, and, as soon as reasonably practicable, but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC SEC. The Initial Registration Statement shall contain (subject to subsequent reduction except if otherwise directed by the staff Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-1 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities, by or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) or, if a registration statement on Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesRequired Holders. The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(e). The Initial Registration Statement shall contain (except if otherwise directed by the staff of Required Holders or the SEC). ) the "Plan of Distribution" section in substantially the form attached hereto as Exhibit B. The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form F-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form F-3 is unavailable for such a registration, by the Company shall use such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities ADSs equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Stockholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Promptly following the Closing Date, the Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC). form attached hereto as Exhibit B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m., New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. The Company represents and warrants that Cutbacks will not apply with respect to at least 3,425,000 Initial Registrable Securities and that not fewer than 3,425,000 of Initial Registrable Securities must be included for registration in the Initial Registration Statement.

Initial Mandatory Registration. The Promptly following the Closing Date, the Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-1 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC)form attached hereto as Exhibit B, with such modifications as may be required by law. The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. The Company represents and warrants that it is the Company's understanding that the SEC will not cause there to be Cutback Shares with respect to up to one-third of the Company's public float, calculated under SEC rules.

Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of by the Registrable Securities, by such other means of distribution of Registrable Securities Holders as selling stockholders. In the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement available for such resale event that permits incorporation by reference at least to the same extent as such form) or, if a registration statement on Form S-3 is not then available unavailable for such a registration, the Company shall use Form S-1 or such other appropriate form, subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(g). The Initial Registration Statement prepared pursuant hereto shall register for resale by the Holders as selling stockholders at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(h). The Initial Registration Statement shall contain (except if otherwise directed by the staff Majority Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the SEC). form attached hereto as Exhibit A. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424(b) under the 1933 Securities Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with resales pursuant to such Initial Registration Statement.

Initial Mandatory Registration. The Promptly following the Closing Date, the Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing Deadline, file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, by the Company shall use Form S-1 or such other means of distribution of Registrable Securities form as the Investors may reasonably specify, in respect of which the Company may use a registration statement on Form S-3 (or any successor short form registration statement is available for such resale that permits incorporation by reference at least a registration on another appropriate form reasonably acceptable to the same extent as such form) orRequired Holders, if a registration statement on Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC (SEC, subject to subsequent reduction adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the staff Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the SEC)form attached hereto as Exhibit B, with such modifications as may be required by law. The Company shall use best its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following the Initial Registration Statement remain continuously effective Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act until such date on which there are no longer any Registrable Securities covered by the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. The Company represents and warrants that it is the Company’s understanding that the SEC will not cause there to be Cutback Shares with respect to up to one-third of the Company’s public float, calculated under SEC rules.