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, 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 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 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 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 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 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, 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 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 F-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 commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later and, other than the Initial Effectiveness Deadline and with respect to Grace Periods, 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, prepare and file with the SEC the Initial Registration Statement on Form F-3 covering the resale of all of the Initial Registrable Securities so as to permit the Initial Registration Statement to be declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Filing Effectiveness Deadline. In the event that Form F-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, 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 the "Selling Shareholders" sections in substantially the forms 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, 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 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 Company shall prepare, and, as soon as reasonably practicable, practicable but in no event later than 45 days after the Initial Filing DeadlineClosing Date (the "INITIAL FILING DEADLINE"), file with the SEC a the Initial Registration Statement on Form S-3 covering the resale of all of the Registrable Securities relating to the Initial Preferred Shares, the Initial Warrants, the Mandatory Preferred Shares and the Mandatory Warrants (collectively, the "INITIAL REGISTRABLE SECURITIES"). 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, 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 that number of shares of Common Stock equal to the product of (x) 2.0 and (y) the number of Initial Registrable Securities equal to the Initial Required Registration Amount determined as of the date immediately preceding the date the Initial Registration Statement is initially filed with the SEC (as if the Mandatory Preferred Shares and the Mandatory Warrants were issued and outstanding on such date), subject to subsequent reduction if directed by the staff of the SECadjustment as provided in Section 2(f). 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 75 days after the Initial Effectiveness Deadline and shall use commercially reasonable efforts to have Closing Date (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 EFFECTIVENESS DEADLINE").