Common use of Initial Mandatory Registration Clause in Contracts

Initial Mandatory Registration. Upon the written request of Starboard prior to the first anniversary of the Closing Date, the Company shall prepare, and, as soon as practicable after receipt of such written request and in any event on or prior to the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. 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 on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(g). The Initial Registration Statement prepared pursuant hereto shall register for resale the number of 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 adjustment as provided in Section 2(h). The Initial Registration Statement shall contain (except if otherwise directed by the 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 form attached hereto as Exhibit A (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 practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) 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 the Initial Registration Statement.

Initial Mandatory Registration. Upon the written request of Starboard prior to the first anniversary of Promptly following the Closing Date, the Company shall prepare, and, as soon as practicable after receipt of such written request and but in any no event on or prior to later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use 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(g2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of 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 adjustment as provided in Section 2(h2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders or if not permitted under SEC regulations or not advisable under SEC rules or guidanceHolders) the “"Plan of Distribution” " and “"Selling Shareholders” " sections in substantially the form attached hereto as Exhibit A (it being understood that the Company B, with such modifications as may include in such sections any such additional information not otherwise contained therein that is be required to be included in such sections under SEC regulations)by law. The Company shall use its commercially reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) 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. The Company represents and warrants that the exclusion of Cutback Shares will not apply with respect to at least 384,965 Initial Registrable Securities and that not fewer than 384,965 of Initial Registrable Securities must be included for registration in the Initial Registration Statement.

Initial Mandatory Registration. Upon the written request of Starboard prior to the first anniversary of the Closing Date, the The Company shall prepare, and, as soon as practicable after receipt of such written request prepare and in any event on or prior to the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 F-3 covering the resale of all of the Initial Registrable SecuritiesSecurities 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 Effectiveness Deadline. In the event that Form S-3 F-3 is unavailable for such a registration, the Company shall use 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(g2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock Shares equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(h2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders or if not permitted under SEC regulations or not advisable under SEC rules or guidanceHolders) the “"Plan of Distribution” " and “the "Selling Shareholders” " sections in substantially the form forms attached hereto as Exhibit A (it being understood that B, unless otherwise required by 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)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. By 9:30 a.m. New York time on the second (2nd) Business Day following the Initial Effective Date, the The Company shall use reasonable best efforts to 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 the 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. Upon the written request of Starboard prior to the first anniversary of the Closing Date, the The Company shall prepare, and, as soon as practicable after receipt of such written request and practicable, but in any no event on or prior to later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. 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 on another appropriate form and reasonably acceptable to the Required Holders, subject to the provisions of Section 2(g2.2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of 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 (y) the maximum number of shares of Common Stock of the Company permitted to be registered therein by the staff of the SEC, subject to adjustment as provided in Section 2(h). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders or if not permitted under SEC regulations or not advisable under SEC rules or guidanceHolders) the “Selling Stockholders” and “Plan of Distribution” and “Selling Shareholders” sections in substantially the form attached hereto as Exhibit A (it being understood that B, provided that, subject to Section 3(c), the Company may include in such sections any such additional information not otherwise contained therein that is required to be included in the Selling Stockholders section which relates to a Holder shall be subject to the approval of such sections under SEC regulations)Holder, and the Company shall make any changes to such section and the Plan of Distribution section that are reasonably requested by such Holder. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) 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 the such Initial Registration Statement.

Initial Mandatory Registration. Upon the written request of Starboard prior to the first anniversary of Promptly following the Closing Date, the Company shall prepare, and, as soon as practicable after receipt of such written request and but in any no event on or prior to later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use 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(g2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of 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 adjustment as provided in Section 2(h2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders or if not permitted under SEC regulations or not advisable under SEC rules or guidanceHolders) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the form attached hereto as Exhibit A (it being understood that the Company B, with such modifications as may include in such sections any such additional information not otherwise contained therein that is be required to be included in such sections under SEC regulations)by law. The Company shall use its commercially reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) 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. The Company represents and warrants that Cutbacks will not apply with respect to at least [REQUIRES COMPLETION] Initial Registrable Securities and that not fewer than [REQUIRES COMPLETION] of Initial Registrable Securities must be included for registration in the Initial Registration Statement.

Initial Mandatory Registration. Upon the written request of Starboard prior to the first anniversary of Promptly following the Closing Date, the Company shall prepare, and, as soon as practicable after receipt of such written request and but in any no event on or prior to later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use 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(g2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of 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 adjustment as provided in Section 2(h2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders or if not permitted under SEC regulations or not advisable under SEC rules or guidanceHolders) the “"Plan of Distribution” " and “"Selling Shareholders” " sections in substantially the form attached hereto as Exhibit A (it being understood that the Company B, with such modifications as may include in such sections any such additional information not otherwise contained therein that is be required to be included in such sections under SEC regulations)by law. The Company shall use its commercially reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) 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 the such Initial Registration Statement.

Initial Mandatory Registration. Upon the written request of Starboard prior to the first anniversary of the Closing Date, the The Company shall use all commercially reasonable efforts to prepare, andand use all commercially reasonable efforts to, as soon as practicable after receipt of such written request and but in any no event on or prior to later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 and a Canadian Prospectus covering the resale of all of the Initial Registrable Securities. 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 on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(g2(f). The Initial Registration Statement and Canadian Prospectus prepared pursuant hereto shall register for resale at least the number of shares of Common Stock Shares equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SECSEC and with the Canadian Securities Commissions, as applicable, subject to adjustment as provided in Section 2(h2(g). The Initial Registration Statement and Canadian Prospectus shall contain (except if otherwise directed by the Required Holders or if not permitted under SEC regulations or not advisable under SEC rules or guidanceHolders) the “"Plan of Distribution” " and “"Selling Shareholders” " sections in substantially the form attached hereto as Exhibit A (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). and Exhibit B. The Company shall use its all commercially reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following the Initial Effective Date, the Company shall use all commercially reasonable efforts to 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 the such Initial Registration Statement.

Initial Mandatory Registration. Upon the written request of Starboard prior to the first anniversary of Promptly following the Closing Date, the Company shall prepare, and, as soon as practicable after receipt of such written request and but in any no event on or prior to later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required HoldersPurchaser, subject to the provisions of Section 2(g2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of 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 adjustment as provided in Section 2(h2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders or if not permitted under SEC regulations or not advisable under SEC rules or guidancePurchaser) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the form attached hereto as Exhibit A (it being understood that the Company B, with such modifications as may include in such sections any such additional information not otherwise contained therein that is be required to be included in such sections under SEC regulations)by law. The Company shall use its commercially reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) 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. The Company represents and warrants that Cutbacks will not apply with respect to at least 384,965 Initial Registrable Securities and that not fewer than 384,965 of Initial Registrable Securities must be included for registration in the Initial Registration Statement.

Initial Mandatory Registration. Upon the written request of Starboard prior to the first anniversary of the Closing Date, the The Company shall prepare, and, as soon as practicable after receipt of such written request and but in any no event on or prior to later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. 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 on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(g2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Initial Required Registration Amount Registrable Securities determined as of the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(h2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders or if not permitted under SEC regulations or not advisable under SEC rules or guidance) the “Selling Stockholders” section and “Plan of Distribution” and “Selling Shareholders” sections in substantially the form attached hereto as Exhibit A (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). Annex I. The Company shall use its commercially reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness DeadlineDeadline provided that in the event that the Company is unable to register for resale under Rule 415 all of the Initial Registrable Securities on the Registration Statement that it has agreed to file pursuant to the first sentence of this Section 2(a) due to limits imposed by the SEC’s interpretation of Rule 415, then the Company shall be obligated to include in such Initial Registration Statement (which may be a subsequent Registration Statement if the Company needs to withdraw the Initial Registration Statement and refile a new Initial Registration Statement in order to rely on Rule 415) only such limited portion of the Registrable Securities (equivalent to the Initial Required Registration Amount) as the SEC shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors in proportion to the number of Registrable Securities held by such Investors. By 9:30 a.m. New York time on the second (2nd) 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 the such Initial Registration Statement.

Initial Mandatory Registration. Upon the written request of Starboard prior to the first anniversary of Promptly following the Closing Date, the Company shall prepare, and, as soon as practicable after receipt of such written request and but in any no event on or prior to later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 S-1 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use 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(g2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of 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 adjustment as provided in Section 2(h2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders or if not permitted under SEC regulations or not advisable under SEC rules or guidanceHolders) the “"Plan of Distribution” " and “"Selling Shareholders” " sections in substantially the form attached hereto as Exhibit A (it being understood that the Company B, with such modifications as may include in such sections any such additional information not otherwise contained therein that is be required to be included in such sections under SEC regulations)by law. The Company shall use its commercially reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) 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 the 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. Upon the written request of Starboard prior to the first anniversary of the Closing Date, the The Company shall prepare, and, as soon as practicable after receipt of such written request and practicable, but in any no event on or prior to later than the Initial Filing Deadline, file with the SEC the Initial a Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. 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 on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(g)2(d) hereof. The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock (as defined in the Warrant) equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(h). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders or if not permitted under SEC regulations or not advisable under SEC rules or guidanceHolders) the “Selling Stockholders” and “Plan of Distribution” and “Selling Shareholders” sections in substantially the form attached hereto as Exhibit A (it being understood B; provided that the Company may include in make any changes to such sections as requested by the SEC and subject to change by the Investors or by the placement agent for the Units Offering, so long as none of such changes are materially inconsistent with the form attached hereto as Exhibit B or adversely affect any such additional information not otherwise contained therein that is required to be included in such sections under SEC regulationsInvestor (including, without limitation, any restrictions on the manner of disposition). The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York City time on the second (2nd) Business Day immediately following the Initial Effective Effectiveness 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 the Initial such Registration Statement. Notwithstanding anything to the contrary contained in this Agreement, the Company shall ensure that, when filed and at all times while effective, each Registration Statement and the prospectus used in connection with such Registration Statement will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading. The requirements of this Section 2(a) (other than the requirements set forth in the immediately preceding sentence) shall terminate on the date as of which the Investors may sell all of the Registrable Securities owned by the Investors without restriction pursuant to Rule 144(k) (or successor thereto) promulgated under the 1933 Act, as such rule may be amended from time to time, or the Investors may sell all of such Registrable Securities owned by them without restriction pursuant to Rule 144 without the requirement for compliance with Rule 144(e), (f) or (h) (or successor thereto), as such rules may be amended from time to time.

Initial Mandatory Registration. Upon the written request of Starboard prior to the first anniversary of Promptly following the Closing Date, the Company shall prepare, and, as soon as practicable after receipt of such written request and but in any no event on or prior to later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use 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(g2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of 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 adjustment as provided in Section 2(h2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders or if not permitted under SEC regulations or not advisable under SEC rules or guidanceHolders) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the form attached hereto as Exhibit A (it being understood that the Company B, with such modifications as may include in such sections any such additional information not otherwise contained therein that is be required to be included in such sections under SEC regulations)by law. The Company shall use its commercially reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) 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. The Company represents and warrants that Cutbacks will not apply with respect to at least (i) 3,,467,389 Initial Registrable Securities and that not fewer than 3,467,389 shares of Initial Registrable Securities or (ii) the maximum number of Initial Registrable Securities allowed by SEC rules and regulations, must be included for registration in the Initial Registration Statement.

Initial Mandatory Registration. Upon the written request of Starboard prior to the first anniversary of the Closing Date, the The Company shall prepare, and, as soon as practicable after receipt of such written request and practicable, but in any no event on or prior to later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. 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 on another appropriate form and reasonably acceptable to the Required Holders, subject to the provisions of Section 2(g)2.2(e) . The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of 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 (y) the maximum number of shares of Common Stock of the Company permitted to be registered therein by the staff of the SEC, subject to adjustment as provided in Section 2(h). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders or if not permitted under SEC regulations or not advisable under SEC rules or guidanceHolders) the “"Selling Stockholders" and "Plan of Distribution” and “Selling Shareholders” " sections in substantially the form attached hereto as Exhibit A (it being understood that B, provided that, subject to Section 3(c), the Company may include in such sections any such additional information not otherwise contained therein that is required to be included in the Selling Stockholders section which relates to a Holder shall be subject to the approval of such sections under SEC regulations)Holder, and the Company shall make any changes to such section and the Plan of Distribution section that are reasonably requested by such Holder. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) 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 the such Initial Registration Statement.

Initial Mandatory Registration. Upon the written request of Starboard prior to the first anniversary of the Closing Date, the The Company shall prepare, and, as soon as practicable after receipt of such written request and but in any no event on or prior to later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 S-1 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 S-1 is unavailable for such a registration, the Company shall use 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(g2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Initial Required Registration Amount Registrable Securities determined as of the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(h2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders or if not permitted under SEC regulations or not advisable under SEC rules or guidance) the “Selling Stockholders” section and “Plan of Distribution” and “Selling Shareholders” sections in substantially the form attached hereto as Exhibit A (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)Annex I . The Company shall use its commercially reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness DeadlineDeadline provided that in the event that the Company is unable to register for resale under Rule 415 all of the Initial Registrable Securities on the Registration Statement that it has agreed to file pursuant to the first sentence of this Section 2(a) due to limits imposed by the SEC’s interpretation of Rule 415, then the Company shall be obligated to include in such Initial Registration Statement (which may be a subsequent Registration Statement if the Company needs to withdraw the Initial Registration Statement and refile a new Initial Registration Statement in order to rely on Rule 415) only such limited portion of the Initial Registrable Securities (equivalent to the Initial Required Registration Amount) as the SEC shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors in proportion to the number of Registrable Securities held by such Investors. By 9:30 a.m. New York time on the second (2nd) 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 the such Initial Registration Statement.