Common use of Initial Registration Clause in Contracts

Initial Registration. The Company shall file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

Initial Registration. The Company shall use its reasonable best efforts to, as promptly as reasonably practicable, but in no event later than thirty (30) days after the Closing (the “Filing Deadline”), file a Form S-1 Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders (and certain other outstanding equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than sixty (60) business days following the filing deadline Filing Deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety one hundred and twenty (90120) days after the filing deadline Filing Deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form S-1 (a “Form S-1”) Registration Statement or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and reasonably requested prior to effectiveness by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The Company shall use commercially reasonable efforts to, within thirty (30) days after the date hereof, file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 Section 2.2.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 Section 2.2.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 Section 2.2.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 Section 2.2.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such dateSection 2.2.1, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 Section 2.3.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made). In the event the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a shelf registration statement on Form S-3 (“Form S-3”) as soon as practicable after the Company is eligible to use Form S-3.

Initial Registration. The Company shall shall, as promptly as reasonably practicable, but in no event later than thirty (30) calendar days after the consummation of the transactions contemplated by the Merger Agreement, use its commercially reasonable efforts to file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders (and certain other outstanding equity securities of the Company as may be required by registration rights granted in favor of other stockholders or in the Company’s sole discretion) from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (a “Rule 415Shelf Registration Statement”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than sixty (60) business days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Shelf Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement filed on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Shelf Registration Statement. A Shelf Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders, including the registration of the distribution to its shareholders, partners, members or other affiliates. The Company agrees to provide in a Shelf Registration Statement (and in any prospectus or prospectus supplement forming a part of such Shelf Registration Statement) that all assignees, successors or transferees under this Agreement shall, by virtue of such assignment, be deemed to be selling stockholders under the Shelf Registration Statement (or any such prospectus or prospectus supplement) with respect to such Registrable Securities. The Company shall use its commercially reasonable efforts to cause a Shelf Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Shelf Registration Statement is available or, if not available, that another Shelf Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Shelf Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which such statement is made). As soon as practicable following the effective date of a Shelf Registration Statement filed pursuant to this subsection 2.1.1, but in any event within three (3) business days of such date, the Company shall notify the Holders named therein of the effectiveness of such Shelf Registration Statement. When effective, a Shelf Registration Statement filed pursuant to this subsection 2.1.1 will comply as to form in all material respects with all applicable requirements of the Securities Act and will not contain any Misstatement. The Company’s obligations under this subsection 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Initial Registration. The Company shall shall, as promptly as reasonably practicable, but in no event later than sixty (60) calendar days after the consummation of the transactions contemplated by the Merger Agreement, use its reasonable best efforts to file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders (and certain other outstanding equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 2.3.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than sixty one hundred and twenty (60120) business days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety one hundred and eighty (90180) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 2.3.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 2.3.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders, including the registration of the distribution to its shareholders, partners, members or other affiliates. The Company agrees to provide in a Registration Statement (and in any prospectus or prospectus supplement forming a part of such Registration Statement) that all assignees, successors or transferees under this Agreement shall, by virtue of such assignment, be deemed to be selling stockholders under the Registration Statement (or any such prospectus or prospectus supplement) with respect to such Registrable Securities. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 2.3.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 2.3.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The Company shall use its commercially reasonable efforts to file a Registration Statement under the Securities Act promptly, but in any event within thirty forty-five (3045) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty forty-five (6045) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety sixty (9060) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

Initial Registration. The Company shall use its commercially reasonable efforts to file a Registration Statement under the Securities Act promptly, but in any event within thirty sixty (3060) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is availableavailable and in compliance with the Securities Act, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will the Company shall use its commercially reasonable efforts to amend or supplement the Registration Statement to correct as promptly as reasonably practicable any untrue statement of a material fact or any omission of a material fact necessary to make the statements in the Registration Statement not contain a Misstatementmisleading.

Initial Registration. The Company shall shall, as soon as practicable, but in no event later than thirty (30) days after the Closing Date (the “Filing Deadline”), file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (x) sixty (60) days following the earlier to occur of the Filing Deadline or the filing deadline date of such Registration Statement (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the earlier to occur of the Filing Deadline or the filing deadline date of such Registration Statement if the Registration Statement is reviewed by, and receives comments from, the Commission, and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf” and collectively with a Form S-3 Shelf, a “Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days Business Days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The Company shall prepare and file or cause to be prepared and filed with the Commission, as promptly as reasonably practicable, but in no event later than fifteen (15) Business Days following the date that the Company becomes eligible to use Form S-3 or its successor form (“Form S-3”), use its reasonable best efforts to file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders (and certain other outstanding equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 Section 2.1(a) and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 Section 2.1(a) shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Registration Statement”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 Section 2.1(a) shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 Section 2.1(a) to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 Section 2.1(a) (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made). Notwithstanding anything to the contrary in this Agreement, the Company and the Holders understand and agree that it is the intention of the Company that it become eligible as soon as practical following completion of the transactions contemplated by the Merger Agreement to file reports with the SEC and under the Exchange Act as a foreign private issuer, and to utilize the forms applicable to foreign private issuers, including Form F-3 and F-1 to register securities for resale under the Securities Act.

Initial Registration. The Company shall as soon as reasonably practicable, but in no event later than 60 days after the Closing (the “Filing Deadline”), use commercially reasonable efforts to file with the Commission a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and 2.1.1, provided that, if the Company is determined to not be a Smaller Reporting Company, as such term is defined in Rule 12b-2 of the Exchange Act prior to the Filing Deadline, the Filing Deadline shall be 10 business days after the filing of the first Annual Report on Form 10-K after the Closing. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable after the filing thereof, but in no event later than sixty the earlier of (60i) 105 days following the filing deadline Filing Deadline (or as soon as reasonably practicable if the Commission notifies the Company that it will “Effectiveness Deadline”); provided, that review” the Effectiveness Deadline shall be extended to ninety Registration Statement) and (90ii) 20 business days after the filing deadline if Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement is reviewed by, and receives comments from, the Commissionwill not be “reviewed” or will not be subject to further review. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a the “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement registration statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as reasonably practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to The Company’s obligation under this subsection 2.1.1 (including shall, for the documents incorporated therein by reference) will comply as avoidance of doubt, be subject to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementSection 3.4 hereto.

Initial Registration. The Company shall shall, as promptly as reasonably practicable, but in no event later than thirty (30) calendar days after the date of this Agreement (the “Filing Deadline”), file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders (and certain other outstanding equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon promptly as reasonably practicable after the filing thereof, but in no event later than sixty the earlier of (60i) days the 90th calendar day following the filing deadline Filing Deadline if the Commission notifies the Company that it will “review” the Registration Statement, and (ii) the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days 5th business day after the filing deadline if date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement is reviewed by, and receives comments from, the Commissionwill not be “reviewed,” or will not be subject to further review. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following In the effective date of event the Company files a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such dateForm S-1 Shelf, the Company shall notify use its reasonable best efforts to convert the Holders of Form S-1 Shelf to a Form S-3 Shelf as soon as practicable after the effectiveness of such Registration StatementCompany is eligible to use Form S-3. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The Company shall use commercially reasonable efforts to, as soon as practicable, but in no event later than thirty (30) calendar days after the Closing Date, prepare and file or cause to be prepared and filed with the Commission, a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than (i) sixty (60) business days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety one hundred twenty (90120) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission) and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Deadline”). The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 F-3 (a “Form S-1F-3 Shelf”) or, if Form F-3 is not then available to the Company, on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders, including the registration of the distribution to its shareholders, partners, members or other affiliates. The Company agrees to provide in such a Registration Statement (and in any prospectus or prospectus supplement forming a part of such Registration Statement) that all assignees, successors or transferees under this Agreement shall, by virtue of such assignment, be deemed to be selling shareholders under the Registration Statement (or any such prospectus or prospectus supplement) with respect to such Registrable Securities. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any Misstatement. If the Company files a MisstatementForm F-3 Shelf and thereafter the Company becomes ineligible to use Form F-3 for secondary sales, the Company shall use its commercially reasonable efforts to file a Form F-1 Shelf as promptly as reasonably practicable to replace the shelf registration statement that is a Form F-3 Shelf and have the Form F-1 Shelf declared effective as promptly as reasonably practicable and to cause such Form F-1 Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities.

Initial Registration. The Company shall shall, as soon as practicable, but in no event later than thirty (30) calendar days after the consummation of the transactions contemplated by the Merger Agreement, file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission SEC then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (i) sixty (60) calendar days following the filing deadline Closing (or 90 calendar days following the Closing if the SEC notifies the Company that it will “review” the Registration Statement), and (ii) the second (2nd) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission SEC pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a such Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two one (21) business days day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement and shall furnish to them, without charge, such number of copies of the Registration Statement (including any amendments, supplements and exhibits), the prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference into the Registration Statement or such other documents as the Holders may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement was made).

Initial Registration. The Company shall file a Registration Statement under the Securities Act promptlyshall, as soon as practicable, but in any event within thirty (30) days following after the Closingconsummation of the transactions contemplated by the Merger Agreement, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (i) sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to or ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission) and (ii) ten (10) business days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two five (25) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The Company shall shall, as soon as practicable, but in no event later than thirty (30) calendar days after the consummation of the transactions contemplated by the Equity Purchase Agreement, file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission SEC then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (i) sixty (60) calendar days following the filing deadline Closing (or 90 calendar days following the Closing if the SEC notifies the Company that it will “review” the Registration Statement), and (ii) the second (2nd) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission SEC pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a such Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two one (21) business days day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement and shall furnish to them, without charge, such number of copies of the Registration Statement (including any amendments, supplements and exhibits), the prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference into the Registration Statement or such other documents as the Holders may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement was made).

Initial Registration. The Company shall shall, as soon as reasonably practicable, but in any event within forty five (45) calendar days after the date hereof, file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection Section 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable after the filing thereof, but in no event later than the earlier of (i) sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to or ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission) and (ii) ten (10) business days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). The Registration Statement filed with the Commission pursuant to this subsection Section 2.1.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Registration Statement”) or such other form of registration statement as is then available to effect a registration Registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection Section 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection Section 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as reasonably practicable following the effective date of a Registration Statement filed pursuant to this subsection Section 2.1.1, but in any event within two ten (210) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection Section 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. (i) The Company shall prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities. The Initial Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). Such filing shall be made on or before the Target Filing Date. The Company shall use its best efforts to have such Initial Registration declared effective on or before the Target Effective Date and to keep the Initial Registration continuously effective under the Securities Act promptlyuntil the earlier to occur of the date that is 24 months from the effectiveness date of the Initial Registration (the "Initial Effectiveness Period") or the Registration Termination Date. (ii) If the Initial Registration or a Subsequent Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the occurrence of the Registration Termination Date with respect to the Registrable Securities covered thereby), but the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) 30 days following of such cessation of effectiveness file an amendment to the ClosingInitial Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional "shelf" Registration Statement pursuant to permit the public resale Rule 415 covering all of all the Registrable Securities held by (a "Subsequent Registration"). If a Subsequent Registration is filed, the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and Company shall use its commercially reasonable best efforts to cause such the Subsequent Registration Statement to be declared effective as soon as practicable after such filing and to keep such Registration Statement continuously effective until the filing thereof, but in no event later than sixty (60) days following earlier to occur of the filing deadline (the “Effectiveness Deadline”); provided, that end of the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if Period or the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 Termination Date. (a “Form S-1”iii) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a supplement and amend the Shelf Registration Statement filed pursuant to this subsection 2.1.1 to remain effectiveif required by the rules, and to be supplemented and amended regulations or instructions applicable to the extent necessary to ensure that registration form used by the Company for such Registration Statement is available orShelf Registration, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held required by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementAct.

Initial Registration. (i) The Company shall shall, on or before the date which is 45 days after the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 or such other appropriate form (the "Initial Registration Statement") for sale or distribution of the Initial Registrable Securities by the Investors on a delayed or continuous basis under Rule 415 of the Securities Act promptlyAct, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Initial Registration Statement to be declared effective as soon as practicable no later than the 180th day after the filing thereofClosing Date. The Company shall at its own expense, but in no event later than sixty (60subject to Section 1(a)(iv), furnish to the Investors a Prospectus meeting the requirements of Section 10(a) days following of the filing deadline (Securities Act during such period as the “Effectiveness Deadline”); provided, that Company is obligated to maintain the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the effectiveness of a Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 Section 1(a)(ii). (a “Form S-1”ii) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable best efforts to cause a any such Initial Registration Statement filed pursuant to this subsection 2.1.1 described in Section 1(a)(i) to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available effective (or, if not availablerequired by applicable law, that to cause another Registration Statement is available, for with respect to the resale of all the Initial Registrable Securities held by to become and remain effective) until the Holders until all earlier to occur of: (i) such Registrable Securities have ceased time as such securities cease to be Initial Registrable Securities. As soon as practicable following ; and (ii) the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within which is two (2) business days years after the Closing Date. (iii) The Company shall, at all times during the Initial Registration Period, subject to Section 1(a)(iv), as promptly as reasonably practicable: (A) file such amendments to the Initial Registration Statement and the related Prospectus, file such documents as may be required to be incorporated by reference in any of such datedocuments, and take all other reasonable actions in furtherance of the ability of the holders of Initial Registrable Securities to effect the public resale or distribution of their Initial Registrable Securities (including without limitation taking reasonable actions necessary to ensure the availability of a Prospectus meeting the requirements of Section 10(a) of the Securities Act) continuously through the Initial Registration Period. (iv) Notwithstanding anything to the contrary in this Agreement, the Company shall notify may suspend the Holders effectiveness of any Registration Statement, the use of the Prospectus included in any Registration Statement and/or the sales of the Registrable Securities, if, in its reasonable good faith judgment, (A) the Company is engaged in a non-public activity or there is a pending material development the disclosure of which would be materially detrimental to the Company, (B) maintaining the effectiveness of such Registration Statement. When effectiveStatement at such time would materially adversely affect a proposed financing, reorganization or recapitalization of the Company, or pending negotiations relating to a Registration Statement filed merger, consolidation, acquisition or similar transaction involving the Company; or (C) financial statements meeting the requirements of Regulation S-X are not available at such time; provided, however, that the right of the Company pursuant to this subsection 2.1.1 (including iv) to suspend the documents incorporated therein effectiveness of such Registration Statement shall not extend for more than 60 total days in any rolling period of 12 consecutive months during which Registrable Securities are saleable and not otherwise restricted by reference) will comply as the Purchase Agreement, the Notes or this Agreement; and provided, further, that, if Registrable Securities are otherwise saleable thereunder and not restricted by the Purchase Agreement, the Notes or this Agreement, the Company shall give to form in all material respects each holder of Registrable Securities prior written notice of such suspension at such Holder's most recent address on file with all applicable requirements the Company. Upon receipt of the such notice, such holder shall immediately discontinue any sales of Registrable Securities Act and the Exchange Act and will not contain a Misstatementpursuant to such Registration Statement.

Initial Registration. The Company shall shall, within one hundred eighty (180) days of the Closing Date, file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders Holder, from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 Section 2.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in any event no event later than sixty the earlier of (60i) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days (or one hundred and twenty (120) days if the Commission notifies the Company that it will “review” the Registration Statement) after the filing deadline if Closing Date and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement is reviewed by, and receives comments from, the Commissionwill not be “reviewed” or will not be subject to further review. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 Section 2.1 shall be a shelf on Form S-3 or similar short form registration statement that may be available at such time (“Form S-3”), or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1”) or on such other form of registration statement as is then available to effect a registration Registration for resale of such the Registrable Securities; provided, covering however, that if the Company has filed the Registration Statement on Form S-1 and subsequently becomes eligible to use Form S-3 or any equivalent or successor form, the Company shall (i) file a post-effective amendment to the Registration Statement converting such Registrable SecuritiesRegistration Statement on Form S-1 to a Registration Statement on Form S-3 or any equivalent or successor form or (ii) withdraw the Registration Statement on Form S-1 and file a subsequent Registration Statement on Form S-3 or any equivalent or successor form, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 Section 2.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 Section 2.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement registration statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable SecuritiesSecurities or the earlier termination of this Agreement pursuant to Section 5.8. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1Section 2.1, but in any event within two three (23) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 Section 2.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

Initial Registration. The Company shall use its commercially reasonable efforts to file a Registration Statement under the Securities Act promptly, but in any event within thirty sixty (3060) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

Initial Registration. The Company shall file include the Registrable Securities in a Registration Statement under on Form S-1 (a “Form S-1 Registration Statement”), which the Securities Act promptlyCompany shall file as promptly as reasonably practicable, but in any no event within thirty later than forty-five (3045) days following after the Closingconsummation of the transactions contemplated by the Merger Agreement, to permit for the purpose of permitting the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than sixty (60) business days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety one hundred and twenty (90120) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The To the extent that the Company does not include the Registrable Securities in the above-mentioned Form S-1 Registration Statement, the Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 S-3 (a “Form S-1S-3 Shelf”) or, if Form S-3 is not then available to the Company, a Form S-1 Registration Statement or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale of Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made). If the Company files a Form S-3 Shelf and thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the Company shall use its reasonable best efforts to file a Form S-1 Registration Statement as promptly as reasonably practicable to replace the shelf registration statement that is a Form S-3 Shelf and have the Form S-1 Registration Statement declared effective as promptly as reasonably practicable and to cause such Form S-1 Registration Statement to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities.

Initial Registration. The Company shall use its commercially reasonable efforts to file a Registration Statement under the Securities Act promptly, but in any event within thirty forty-five (3045) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

Initial Registration. The Company shall shall, as promptly as reasonably practicable, but in no event later than fifteen (15) business days after the consummation of the transactions contemplated by the Merger Agreement, use its reasonable best efforts to file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders (and certain other outstanding equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than sixty (60) business days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety one hundred and twenty (90120) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Registration Statement”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The Company shall shall, as promptly as reasonably practicable, but in no event later than thirty (30) days after the consummation of the transactions contemplated by the Merger Agreement, file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than the earlier of (a) sixty (60) days following the filing deadline (date thereof if the Commission notifies the Company that it will “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if review” the Registration Statement and (b) ten (10) business day after the date the Company is reviewed bynotified (orally or in writing, and receives comments from, whichever is earlier) by the CommissionCommission that the Registration Statement will not be “reviewed” or will not be subject to further review. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1S-1 Registration Statement”) or, if Form S-3 is available to the Company, on Form S-3 (a “Form S-3 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as reasonably practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement under covering the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement 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 Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to the Company to register for resale of the Registrable Securities as a secondary offering) subject to the provisions of Section 2(f) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section substantially in the form attached hereto as Annex A. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities or other Securities to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the Securities to be included by any person other than a Holder; second, the Company shall reduce or eliminate any Securities to be included by any Affiliate of the Company (other than any Affiliate that is a Purchaser); and third, the Company shall reduce the number of Registrable Securities to be included by all other Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by the Holders from time such Holders, subject to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted a determination by the Commission then in effect) (“Rule 415”) that certain Holders must be reduced before other Holders based on the terms and conditions specified in this subsection 2.1.1 and shall number of Registrable Securities held by such Holders. (b) In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, file with the Commission. The Registration Statement filed with , as promptly as allowed by Commission or SEC Guidance provided to the Commission pursuant Company or to this subsection 2.1.1 shall be a shelf registrants of securities in general, one or more registration statement statements on Form S-1 (a “Form S-1”) S-3 or such other form of registration statement as is then available to effect a registration the Company to register for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such those Registrable Securities pursuant to Rule 415 at any time beginning that were not registered for resale on the effective date for such Initial Registration Statement. A , as amended, or the New Registration Statement filed pursuant to this subsection 2.1.1 (the “Remainder Registration Statement”). No Holder shall provide for the resale pursuant to be named as an “underwriter” in any method or combination of methods legally available to, and requested by, the Holders. Registration Statement without such Holder’s prior written consent. (c) The Company shall use its commercially reasonable best efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, no later than the Effectiveness Deadline, and shall use its commercially reasonable best efforts to keep each Registration Statement continuously effective and in compliance with the Securities Act and usable for resale of such Registrable Securities for a period from the Effective Date until such time as there are no Registrable Securities remaining (including by refiling such Initial Registration Statement (or a new Registration Statement or a Remainder Registration Statement) if the Initial Registration Statement expires) (the “Effectiveness Period”). The Company shall request effectiveness of a Registration Statement filed pursuant as of 5:00 p.m. New York City time on a Trading Day. The Company shall promptly notify the Holders via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement within one (1) Business Day of the Effective Date. The Company shall, by 9:30 a.m. New York City time on the first Trading Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b). (d) Each Holder agrees to this subsection 2.1.1 to remain effective, and to be supplemented and amended furnish to the extent necessary to ensure that such Registration Statement is available or, if Company a completed Selling Stockholder Questionnaire not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable more than ten (10) Trading Days following the effective date of this Agreement. At least five (5) Trading Days prior to the first anticipated filing date of a Registration Statement filed pursuant for any registration under this Agreement, the Company will notify each Holder of the information the Company requires from that Holder other than the information contained in the Selling Stockholder Questionnaire, if any, which shall be completed and delivered to this subsection 2.1.1the Company promptly upon request and, but in any event event, within two (2) business days Trading Days prior to the applicable anticipated filing date. Each Holder further agrees that it shall not be entitled to be named as a selling securityholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such dateHolder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable best efforts at the expense of the Holder who failed to return the Selling Stockholder Questionnaire or to respond for further information to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(d) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. (e) Notwithstanding anything to the contrary herein, at any time after the Registration Statement has been declared effective by the Commission, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time is not, in the good faith judgment of the Company, in the best interests of the Company (such delay, a “Grace Period”); provided, however, the Company shall promptly (i) notify the Holders in writing of the existence of material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to the Holders) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, (ii) use commercially reasonable best efforts to terminate a Grace Period as promptly as practicable and (iii) notify the Holders in writing of the date on which the Grace Period ends; provided, further, that no single Grace Period shall exceed thirty (30) consecutive days, and during any three hundred sixty-five (365) day period, the aggregate of all Grace Periods shall not exceed an aggregate of sixty (60) days (each Grace Period complying with this provision being an “Allowable Grace Period”). For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holders receive the notice referred to in clause (i) above and shall end on and include the later of the date the Holders receive the notice referred to in clause (iii) above and the date referred to in such notice; provided, however, that no Grace Period shall be longer than an Allowable Grace Period. Notwithstanding anything to the contrary, the Company shall cause the Transfer Agent to deliver unlegended Securities to a transferee of a Holder in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder’s receipt of the notice of a Grace Period and for which the Holder has not yet settled. (f) In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 promptly after such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such Registration Statement. When effective, time as a Registration Statement filed pursuant to this subsection 2.1.1 (including on Form S-3 covering the documents incorporated therein Registrable Securities has been declared effective by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementCommission.

Initial Registration. The Company shall file a Registration Statement under the Securities Act promptly, but in any event within thirty Promptly (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) 20 days following after request from Grantee submitted at any time on or after March 1, 1997, Diana shall filx xxxh the filing deadline Securities and Exchange Commission (the “Effectiveness Deadline”"Commission") and use its reasonable best efforts to cause to become effective a Registration Statement or post-effective amendment (the "Registration Statement") on Form S-3 or Form S-8, in Diana's sole discretion, (or if Form S-3 or Form S-8 is unavailable, a proper form to be selected by Diana with the xxxxxnt of Grantee, which consent shall not be unreasonably withheld, under and complying with the Securities Act of 1933 as amended (the "Securities Act"); provided) with respect to the offering by Grantee of the Diana Shares. Xxxxx shall keex xxx Registration Statement effective until the earlier of the date on which Grantee has transferred all of the Diana Shares or xxx date on which Grantee could freely sell all of the Diana Shares whxxx xe then holds or has the option to purchase without any restriction under applicable securities laws. Grantee shall not be entitled to sell his shares in an underwritten transaction. Notwithstanding the foregoing, Grantee shall notify Diana of, and oxxxxx confirmation from Diana of the abxxxxx of any Blackout Condition prior to, any offers or sales by Grantee under the Registration Statement of Diana Shares. Xx Xxana determinex, xx its reasonable good faith judgment based on an opinion of its attorneys, that because of the Effectiveness Deadline existence of, or in anticipation of, any material acquisition or financing activity not then disclosed to the public, the unavailability of any required financial statements as the result of an actual, or proposed, acquisition or disposition, or the existence of any other material non-public information (a "Blackout Condition"), it would be materially adverse to Diana for the rxxxxxration of the Diana Shares to xx xaintained effective, or to be filed and become effective, or for the Diana Shares to xx xold under the Registration Statement, then Diana shall be extended xxxxxled, until such Blackout Condition no longer exists, or is terminated as provided herein, to ninety (90i) if required by law, cause the Registration Statement to be withdrawn and the effectiveness of the Registration Statement to be delayed or terminated; (ii) direct that Grantee not make any public sales of Diana Shares unxxx xhe Registration Statement; or (iii) in the event the Registration Statement has not yet been filed, to delay or not file the Registration Statement. Diana shall havx xxx business day after the receipt of notice from Grantee to declare the existence of a Blackout Condition. Diana's response shall be communicated via personal delivery, telecopy or overnight courier. If no timely response is received by Grantee from Diana, Diana shxxx xx deemed to have permitted such sale. In the event Diana causes thx Xxxistration Statement to be withdrawn, delayed or terminated pursuant to clause (i) or clause (iii), of the preceding sentence as a result of a Blackout Condition, Diana shall filx xxx use its reasonable best efforts to cause the Registration Statement to become effective promptly after a Blackout Condition ceases to exist. In all other cases, Diana shall use xxx reasonable best efforts to cause the Blackout Condition to be terminated at the earliest date possible. For purposes hereof, a Blackout Condition other than the unavailability of any required financial statements shall be deemed to terminate on the earlier of (i) the date such Blackout Condition ceases to exist or (ii) 30 days after Diana's initial determination that the Blackout Condition existed, and a Blackout Condition which is the unavailability of any required financial statements as the result of an actual or proposed acquisition shall be deemed to terminate on the earlier of (i) the date such Blackout Condition ceases to exist or (ii) 75 days after the filing deadline if closing date of such acquisition or disposition. Grantee shall not make any offers or sales of Diana Shares to xxx public under the Registration Statement until the Blackout Condition no longer exists or is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, terminated and shall contain a Prospectus comply with any prospectus delivery requirements in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such connection with Grantee's offer and sale of Diana Shares unxxx xhe Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 Grantee shall provide for offer and sell the resale pursuant to any method or combination Diana Shares onxx xx accordance with the plan of methods legally available to, and requested by, distribution described in the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

Initial Registration. The Company shall shall, as promptly as reasonably practicable, but in no event later than fifteen (15) Business Days after the date hereof, use its reasonable best efforts to file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders (and certain other outstanding equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 2.1(a) and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than sixty (60) days Business Days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety one hundred and twenty (90120) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 2.1(a) shall be a shelf registration statement on Form S-1 F-3 (a “Form S-1F-3 Shelf”) or, if Form F-3 is not then available to the Company, on Form F-1 (a “Form F-1 Registration Statement”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 2.1(a) shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 2.1(a) to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 2.1(a) (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The Company shall shall, as promptly as reasonably practicable, but in no event later than thirty (30) calendar days after the date of this Agreement (the “Filing Deadline”), file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders (and certain other outstanding equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon promptly as reasonably practicable after the filing thereof, but in no event later than sixty the earlier of (60i) days the 90th calendar day following the filing deadline Filing Deadline if the Commission notifies the Company that it will “review” the Registration Statement, and (ii) the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days 5th business day after the filing deadline if date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement is reviewed by, and receives comments from, the Commissionwill not be “reviewed,” or will not be subject to further review. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following In the effective date of event the Company files a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such dateForm S-1 Shelf, the Company shall notify use its reasonable best efforts to convert the Holders of Form S-1 Shelf to a Form S-3 Shelf or to file a new Form S-3 Shelf as soon as practicable after the effectiveness of such Registration StatementCompany is eligible to use Form S-3. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The Company shall shall, as soon as practicable, but in no event later than thirty (30) calendar days after the consummation of the transactions contemplated by the Business Combination Agreement, file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission SEC then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (i) sixty (60) calendar days following the filing deadline Closing (or 90 calendar days following the Closing if the SEC notifies the Company that it will “review” the Registration Statement), and (ii) the second (2nd) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission SEC pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a such Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two one (21) business days day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The (i) At the expiration of the Lockup Period, the Company shall file with the Commission a Registration Statement under registering the Securities Act promptly, but in any event within thirty (30) days following offering and the Closing, to permit the public resale sale of all the Registrable Securities held by the Holders Schlumberger Parties from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and Section 2(a), which Registration Statement shall be automatically effective, provided, that if the Company is no longer a WKSI at the expiration of the Lockup Period it shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than sixty (60) 20 days following the filing deadline (the “Effectiveness Deadline”); , further provided, that the Effectiveness Deadline shall be extended to ninety (90) 60 days after the filing deadline if the Registration Statement is reviewed by, by and receives comments from, the CommissionCommission and 90 days after the filing deadline if the Company is not then eligible to register for resale the Registrable Securities on Form S-3. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 Section 2(a)(i) shall be a shelf registration statement on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder the Schlumberger Parties to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 Section 2(a)(i) shall provide for the resale pursuant to any method or combination of methods legally available to, and reasonably requested prior to effectiveness by, the HoldersSchlumberger Parties. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 Section 2(a)(i) to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders Schlumberger Parties until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 Section 2(a)(i) (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made) other than any untrue or alleged untrue statement or omission or alleged omission made in such Registration Statement in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Schlumberger Party specifically for use in the preparation thereof.

Initial Registration. The Company shall file a Registration Statement shelf registration statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under of the Securities Act (or any successor or similar provision adopted rule promulgated thereafter by the Commission then in effectCommission) (“Rule 415”) on Form S-1 (the terms “Form S-1 Shelf”) within forty five (45) days of the closing of the Merger covering the resale of all Registrable Securities on a delayed or continuous basis (a “Shelf Registration”), and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in thereafter and no event later than sixty the earlier of (60x) days the 60th calendar day (or 120th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the filing deadline date and (y) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. If, at any time the Company shall have qualified for the use of a Registration Statement on Form S-3 (the “Effectiveness DeadlineForm S-3 Shelf” and, together with the Form S-1 Shelf, each a “Shelf”); provided, that ) or any other form which permits incorporation of substantial information by reference to other documents filed by the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed Company with the Commission pursuant to this subsection 2.1.1 and at such time the Company has an outstanding Form S-l Shelf, then the Company shall be use its commercially reasonable efforts to, as soon as reasonably practical, convert such outstanding Form S-l Shelf into a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration StatementS-3 Shelf. A Registration Statement filed pursuant to this subsection 2.1.1 Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Holdersany Holder named therein. The Company shall use its commercially reasonable efforts to cause maintain the Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective and available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities, subject in each case to the provisions of this Agreement that permit the Company to suspend the use of the Registration Statement filed in the circumstances, and subject to the terms and conditions, set forth in those provisions. No filing of a Form S-1 Shelf or a Form S-3 Shelf, as applicable, pursuant to this subsection 2.1.1 Section 2.3 shall be counted as a Demand Registration effected pursuant to remain effectiveSection 2.1. Notwithstanding anything to the contrary herein, and to be supplemented and amended to the extent necessary there is an effective Shelf under this Section 2.3, covering a Holder’s or Holders’ Registrable Securities, such Holder or Holders shall not have rights to ensure make a Demand Registration with respect to Section 2.1. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this Section 2.3, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify for and wish to request an Underwritten Offering from such Shelf (a “Shelf Underwriting Request”), such Underwritten Offering shall follow the procedures and limitations of Section 2.1 (including Section 2.1.3 and Section 2.1.4) but such Underwritten Offering shall be made from the Shelf and shall count against the number of Demand Registrations that such Registration Statement may be made by the applicable Holder(s) pursuant to Section 2.1.1; provided that, in the event that the Underwritten Offering is available orbeing made from a Form S-3 Shelf, if not available, that another Registration Statement is available, (i) the period of time for the resale Company to notify all other Holders of Registrable Securities of the Company’s receipt of the applicable Demand Registration shall be reduced from ten (10) days (as set forth in Section 2.1.1) to two (2) Business Days and (ii) the period of time that the Holders have to respond to such notice shall be reduced from five (5) days (as set forth in Section 2.1.1) to three (3) Business Days. Notwithstanding anything to the contrary in Section 2.1.1 or this Section 2.3.1 the Company shall only be obligated to effect an Underwritten Offering pursuant to such Shelf Underwriting Request if such Underwritten Offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, (x) with a total offering price reasonably expected to exceed, in the aggregate, $10,000,000 or (y) that constitute all of the remaining Registrable Securities held by the Holders until all such Registrable Securities have ceased Demanding Holder ((x) or (y), as applicable, the “Minimum Takedown Threshold”). Notwithstanding anything to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to contrary in this subsection 2.1.1, but in any event within two (2) business days of such dateAgreement, the Company shall notify the Holders of the effectiveness of such may effect any Underwritten Offering pursuant to any then effective Registration Statement. When effective, including a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementForm S-3, that is then available for such offering.

Initial Registration. The Company shall file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale Holders of all the Registrable Securities held by the Holders may at any time, and from time to time as permitted by time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted rule promulgated thereafter by the Commission then in effect) if so requested), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available at such time (“Rule 415Form S-3”). Within five (5) Business Days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but, except as otherwise permitted pursuant to the terms and conditions of this Agreement, not more than thirty (30) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall file a Registration Statement to register all or such portion of such Holder’s Registrable Securities as are specified in this subsection 2.1.1 such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders and shall use its commercially reasonable efforts to cause such Registration Statement to be declared become effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”)thereafter; provided, however, that the Effectiveness Deadline Company shall not be extended obligated to ninety (90) days after the filing deadline if the effect any such Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be Section 2.3 hereof if (i) a shelf registration statement on Form S-1 S-3 is not available for such offering; or (a “Form S-1”ii) or such other form the Holders of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus together with the Holders of any other equity securities of the Company entitled to inclusion in such form as to permit any Holder Registration, propose to sell such the Registrable Securities pursuant to Rule 415 and such other equity securities (if any) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended aggregate price to the extent necessary to ensure that public of less than $25,000,000 unless such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of will register all the remaining Registrable Securities then held by the Holders until all such Registrable Securities have ceased to be Registrable SecuritiesHolders. As soon as practicable following the effective date of a Registration Statement filed Any request for an underwritten offering pursuant to this subsection 2.1.1, a Form S-3 shall follow the procedures of Section 2.1 (including Section 2.1.4) but in any event within two (2) business days shall not count against the number of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed long form Demand Registrations that may be made pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementSection 2.1.1.

Initial Registration. The Company shall shall, use its reasonable best efforts to (a) file a Registration Statement (the “First Registration Statement”) under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to register and permit the public resale of all the Registrable Securities held by the Holders party to this Agreement from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”), no later than one (1) Business Day following the settlement date of the Exchange Offers (the “Settlement Date”), and (b) file a Registration Statement or an amendment to the First Registration Statement (the “Second Registration Statement”) under the Securities Act to register and permit the public resale of all the Registrable Securities held by the Public Noteholders from time to time as permitted by Rule 415, no later than twenty (20) Business Days following the Settlement Date, in each case on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause each such Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than the earlier of (a) sixty (60) days following the filing deadline date thereof if the Commission notifies the Company that it will “review” the applicable Registration Statement and (b) five (5) Business Days after the “Effectiveness Deadline”); provideddate the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the applicable Registration Statement is reviewed by, and receives comments from, the Commissionwill not be “reviewed” or will not be subject to further review. The Each Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1S-1 Registration Statement”) or, if Form S-3 is available to the Company, on Form S-3 (a “Form S-3 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder listed in the First Registration Statement and any Public Noteholder listed in the Second Registration Statement to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A The First Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a each Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by by, (a) any Holder party to this Agreement, until the Holders until earlier of (i) the date on which all such Registrable Securities held by such Holder party to this Agreement have ceased to be Registrable SecuritiesSecurities and (ii) the later of (x) three (3) years after the Settlement Date and (y) the date on which such Holder party to this Agreement ceases to hold at least 0.50% of the outstanding Class A Common Stock of the Company, or (b) the Public Noteholders, until the earlier of (i) the date on which all such Registrable Securities held by the Public Noteholders have ceased to be Registrable Securities and (ii) two (2) years after the Settlement Date. As soon as reasonably practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a each Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The Company shall file a Registration Statement under Unless all of the Securities Act promptlyCapstone Stock has been registered pursuant to the terms of Section (b) hereof, as soon as is reasonably practicable but in any event within thirty (30) days following the Closingby December 31, 1996, Capstone will cause to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under be prepared and filed with the Securities Act and Exchange Commission (or any successor or similar provision adopted by the Commission then in effect"Commission") (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall will thereafter use its commercially reasonable best efforts to cause such Registration Statement to be have declared effective as soon as practicable after possible) an underwritten registration statement of all of the filing thereofCapstone Stock on Form S-3 or its equivalent and such other documents, but including a prospectus, as may be necessary in no event later than sixty (60) days following the filing deadline (opinion of both counsel for Capstone and counsel for the “Effectiveness Deadline”); provided, that holders of the Effectiveness Deadline shall be extended Capstone Stock in order to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed comply with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements provisions of the Securities Act of 1933, as amended (the "Securities Act"), so as to permit an underwritten public offering and sale by Counsel of all or a portion of the Exchange Act Capstone Stock as elected by Counsel. Capstone shall give Counsel at least 30 days notice prior to filing a registration statement. Capstone shall be entitled to select the underwriter or underwriters for such registration statement. In the event that Counsel elects, in its sole discretion, to delay or defer the process, or to sell less than all shares of Capstone Stock owned by Counsel, Counsel may at any time after December 31, 1996 notify Capstone that it desires that the registration process commence or recommence (as the case may be) as to all or any of said shares, and will not contain thereupon Capstone shall commence or recommence (as the case may be) such process promptly and shall file within 60 days of the Counsel notification (or prosecute the effectiveness of a Misstatementregistration statement if one is on file for Counsel) the registration statement and use its best efforts to cause it to become effective as soon as possible. Counsel may require Capstone to, and Capstone shall, file up to a total of two such underwritten registration statements during the two year period following Closing under the Purchase Agreement.

Initial Registration. The Company shall shall, as promptly as reasonably practicable, but in no event later than fifteen (15) Business Days after the Closing (the “Filing Deadline”), use its commercially reasonable efforts to file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (a “Rule 415Shelf Registration Statement”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than sixty the earlier of (60a) thirty (30) calendar days following the filing deadline (the “Effectiveness Filing Deadline”); , provided, that the Effectiveness Deadline shall be extended to ninety sixty (9060) calendar days after the filing deadline Filing Deadline if the Shelf Registration Statement is reviewed by, and the Company receives comments from, the Commission, and (b) the tenth (10th) Business Day after the date the Company is notified, orally or in writing, by the Commission that the Shelf Registration Statement will not be reviewed or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). The Shelf Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 S-3 (a “Form S-1”) S-3 Shelf”)5 or such other form of registration statement as is then available to effect a registration for sale or resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Shelf Registration Statement. A Shelf Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the sale or resale pursuant to any method or combination of methods legally available to, and requested in writing prior to effectiveness by, the Holdersmajority-in-interest of the Holders participating in such Registration, including the registration of the distribution to a Holder’s shareholders, partners, members or other affiliates. The Company shall use its commercially reasonable efforts to cause a Shelf Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased 5 Note to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to Draft: this subsection 2.1.1, but in any event within two (2) business days of such date, assumes the Company shall notify will be S-3 eligible upon the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementClosing.

Initial Registration. The Company shall shall, as promptly as reasonably practicable, but in no event later than fifteen (15) business days after the consummation of the transactions contemplated by the Merger Agreement, use its reasonable best efforts to file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders (and certain other outstanding equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than sixty (60) business days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety one hundred and twenty (90120) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The Company shall shall, as promptly as reasonably practicable, but in no event later than sixty (60) calendar days after the consummation of the transactions contemplated by the Merger Agreement, use its reasonable best efforts to file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders (and certain other outstanding equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 2.3.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than sixty one hundred and twenty (60120) business days following the filing deadline (the “Effectiveness Deadline”); Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety one hundred and eighty (90180) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 2.3.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 2.3.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders, including the registration of the distribution to its shareholders, partners, members or other affiliates. The Company agrees to provide in a Registration Statement (and in any prospectus or prospectus supplement forming a part of such Registration Statement) that all assignees, successors or transferees under this Agreement shall, by virtue of such assignment, be deemed to be selling stockholders under the Registration Statement (or any such prospectus or prospectus supplement) with respect to such Registrable Securities. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 2.3.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 2.3.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The Company shall file a Registration Statement under the Securities Act promptlyAs promptly as reasonably practicable, but in any no event within thirty (30) days later than the date that is one year following the Closingclosing of the Transactions, the Issuer shall prepare and file with the SEC a Shelf Registration Statement (on Form S-3 if then eligible) to permit the public resale of all of the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on accordance with the terms and conditions specified in of this subsection 2.1.1 and Agreement. The Issuer shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable after the initial filing thereofof the Shelf Registration Statement, but in no event later more than sixty two (602) Business Days after the date that is thirty (30) days following the filing deadline thereof (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to or ninety (90) days after following the filing deadline thereof if the SEC notifies the Issuer that it will “Review” the Shelf Registration Statement). The Shelf Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale of the Registrable Securities pursuant to any method or combination of methods legally available to, and requested byby the Holder. To the extent the initial Shelf Registration Statement is not made on Form S-3, the HoldersIssuer shall, upon becoming eligible to file a registration statement on Form S-3, prepare and file a new Shelf Registration Statement on Form S-3 to replace the initial Shelf Registration Statement and use its best efforts to cause such subsequent Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Company SEC shall use its commercially reasonable efforts to cause a any Shelf Registration Statement filed pursuant to this subsection 2.1.1 Section 2.1 to remain be continuously effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement it is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders Holder until all such Registrable Securities covered by such Shelf Registration Statement have ceased to be Registrable SecuritiesSecurities (the “Effectiveness Period”). As soon as practicable following the effective date of a Such Shelf Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two when effective (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the and all documents incorporated therein by reference) will shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will shall not contain an untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or, in the case of any prospectus contained in such Registration Statement, shall not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading).

Initial Registration. The Company shall file a Registration Statement under (a) No later than the Securities Act promptly, but in any event within first Business Day at least thirty (30) calendar days following after the ClosingClosing Date, to permit the public Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities held not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (subject to the provisions of Section 2(e)) and shall contain the “Plan of Distribution” section substantially in the form attached hereto as Appendix A (except as otherwise required pursuant to written comments received from the Commission upon a review of the Initial Registration Statement). However, if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such file amendments to the Initial Registration Statement to register the maximum number of Registrable Securities permitted to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, registered by the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement , on Form S-1 (a “Form S-1”) S-3 or such other form of registration statement as is then available to effect a registration the Company to register for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such the Registrable Securities pursuant as a secondary offering. If any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to Rule 415 at any time beginning be registered as a secondary offering on a particular Registration Statement, the Company shall reduce the number of Registrable Securities to be included by all Holders on a pro rata basis based on the effective date total number of unregistered Registrable Securities held by such Holders, subject to a determination by the Commission that certain Holders must be reduced before other Holders based on the number of Registrable Securities held by such Holders. If the Company must amend the Initial Registration Statement to reduce the number of Registrable Securities to be registered, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance, one or more registration statements on Form S-3 or such other form available to the Company to register for such resale those Registrable Securities that were not registered for resale on the Initial Registration Statement. A , as amended (the “Remainder Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. Statement”). (b) The Company shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable and shall use its commercially reasonable efforts to keep each Registration Statement continuously effective and in compliance with the Securities Act and usable for resale of such Registrable Securities for a period from the Effective Date until such time as there are no Registrable Securities remaining (the “Effectiveness Period”). The Company shall promptly notify the Holders via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement filed pursuant within one (1) Business Day of the Effective Date. Promptly after the Effective Date, the Company shall file a final Prospectus with the Commission, as required by Rule 424(b). (c) Each Holder agrees to this subsection 2.1.1 to remain effective, and to be supplemented and amended furnish to the extent necessary to ensure that such Registration Statement is available or, if Company a completed Selling Stockholder Questionnaire not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable more than ten (10) Trading Days following the effective date of this Agreement. At least five (5) Trading Days prior to the first anticipated filing date of a Registration Statement filed pursuant for any registration under this Agreement, the Company will notify each Holder of the information the Company requires from that Holder other than the information contained in the Selling Stockholder Questionnaire, if any, which shall be completed and delivered to this subsection 2.1.1the Company promptly upon request and, but in any event event, within two (2) business days Trading Days prior to the applicable anticipated filing date. Each Holder further agrees that it shall not be entitled to be named as a selling securityholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such dateHolder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts at the expense of the Holder who failed to return the Selling Stockholder Questionnaire or to respond for further information to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(c) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. (d) Notwithstanding anything herein to the contrary, at any time after the Registration Statement has been declared effective by the Commission, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time is not, in the good faith judgment of the Company, in the best interests of the Company (a “Grace Period”). The Company shall promptly (i) notify the Holders in writing of the existence of material non-public information giving rise to a Grace Period (but shall not disclose the content of such material non-public information to the Holders) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, (ii) use reasonable best efforts to terminate a Grace Period as promptly as practicable and (iii) notify the Holders in writing of the date on which the Grace Period ends. Notwithstanding anything to the contrary, the Company shall cause the Transfer Agent to deliver unlegended Common Shares to a transferee of a Holder in accordance with the terms of the Subscription Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder’s receipt of the notice of a Grace Period and for which the Holder has not yet settled. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities, the Company shall (i) register the resale of the Registrable Securities on another appropriate form available to the Company to register for resale of the Registrable Securities as a secondary offering and (ii) undertake to register the Registrable Securities on Form S-3 promptly after it is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such Registration Statement. When effective, time as a Registration Statement filed pursuant to this subsection 2.1.1 (including on Form S-3 covering the documents incorporated therein Registrable Securities has been declared effective by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementCommission.

Initial Registration. The Company shall file a Registration Statement under the Securities Act promptly, but in any event within Within thirty (30) days following from the ClosingClosing Date, Company will prepare and file with the SEC a registration statement on Form F-3 or, if Company is not then eligible to permit register for resale securities on Form F-3, on another appropriate form of registration statement, covering the public resale of all at least the Registrable Securities held by the Holders from time Initial Required Registration Amount (as defined below) for an offering to time as permitted by be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect415(a)(1)(i) (the “Rule 415Resale Registration Statement”) on the terms and conditions specified in this subsection 2.1.1 and shall ). Company will use its commercially reasonable best efforts to cause such the Resale Registration Statement to be declared effective under the 1933 Act, as soon promptly as practicable possible after the filing thereof, but including without limitation using reasonable best efforts to respond to any comments from the SEC, and will use its reasonable best efforts to keep such Resale Registration Statement continuously effective under the 1933 Act, and prepare and file prospectus supplements that includes any information previously omitted from the prospectus filed as part of the initial Resale Registration Statement and pre- and post-effective amendments as necessary, until the date that all of the Initial Required Registration Amount of Conversion Shares have been sold thereunder or pursuant to SEC Rule 144. Investor agrees to furnish to Company and provide to Company such information requested by Company in no event later than sixty (60) days following connection with the filing deadline (preparation of the “Effectiveness Deadline”); providedResale Registration Statement and understands that such information will be relied upon by Company in connection with the preparation or amendment of the Resale Registration Statement and the related prospectus and any amendments or supplements thereto. For the avoidance of doubt, that the Effectiveness Deadline Conversion Shares shall be extended to ninety unrestricted and freely tradable (90i) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be while a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for covering the resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 shares (including the documents incorporated therein by referenceResale Registration Statement) will comply as is effective under the 1933 Act or (ii) if such shares become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to form in all material respects with all applicable requirements SEC Rule 144. As used herein, the term “Initial Required Registration Amount” means one hundred fifty percent (150%) of the Securities Act and initial number of Conversion Shares that would be issuable upon a full conversion of the Exchange Act and will not contain a MisstatementNote as of the date of the filing of the Resale Registration Statement.

Initial Registration. The Company shall file a Registration Statement under the Securities Act promptly, but in any event within thirty Promptly (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) 20 days following after request from Grantee submitted at any time on or after March 1, 1997, Diana shall file xxxx the filing deadline Securities and Exchange Commission (the “Effectiveness Deadline”"Commission") and use its reasonable best efforts to cause to become effective a Registration Statement or post-effective amendment (the "Registration Statement") on Form S-3 or Form S-8, in Diana's sole discretion, (or if Form S-3 or Form S-8 is unavailable, a proper form to be selected by Diana with the cxxxxxt of Grantee, which consent shall not be unreasonably withheld, under and complying with the Securities Act of 1933 as amended (the "Securities Act"); provided) with respect to the offering by Grantee of the Diana Shares. Dxxxx shall keep xxx Registration Statement effective until the earlier of the date on which Grantee has transferred all of the Diana Shares or xxx xate on which Grantee could freely sell all of the Diana Shares whixx xx then holds or has the option to purchase without any restriction under applicable securities laws. Grantee shall not be entitled to sell his shares in an underwritten transaction. Notwithstanding the foregoing, Grantee shall notify Diana of, and obxxxx confirmation from Diana of the absxxxx of any Blackout Condition prior to, any offers or sales by Grantee under the Registration Statement of Diana Shares. Ix Xxxna determines, xx its reasonable good faith judgment based on an opinion of its attorneys, that because of the Effectiveness Deadline existence of, or in anticipation of, any material acquisition or financing activity not then disclosed to the public, the unavailability of any required financial statements as the result of an actual, or proposed, acquisition or disposition, or the existence of any other material non-public information (a "Blackout Condition"), it would be materially adverse to Diana for the rexxxxxation of the Diana Shares to xx xxintained effective, or to be filed and become effective, or for the Diana Shares to xx xxld under the Registration Statement, then Diana shall be extended exxxxxed, until such Blackout Condition no longer exists, or is terminated as provided herein, to ninety (90i) if required by law, cause the Registration Statement to be withdrawn and the effectiveness of the Registration Statement to be delayed or terminated; (ii) direct that Grantee not make any public sales of Diana Shares undxx xxe Registration Statement; or (iii) in the event the Registration Statement has not yet been filed, to delay or not file the Registration Statement. Diana shall have xxx business day after the receipt of notice from Grantee to declare the existence of a Blackout Condition. Diana's response shall be communicated via personal delivery, telecopy or overnight courier. If no timely response is received by Grantee from Diana, Diana shaxx xx deemed to have permitted such sale. In the event Diana causes the Xxxxstration Statement to be withdrawn, delayed or terminated pursuant to clause (i) or clause (iii), of the preceding sentence as a result of a Blackout Condition, Diana shall file xxx use its reasonable best efforts to cause the Registration Statement to become effective promptly after a Blackout Condition ceases to exist. In all other cases, Diana shall use xxx xeasonable best efforts to cause the Blackout Condition to be terminated at the earliest date possible. For purposes hereof, a Blackout Condition other than the unavailability of any required financial statements shall be deemed to terminate on the earlier of (i) the date such Blackout Condition ceases to exist or (ii) 30 days after Diana's initial determination that the Blackout Condition existed, and a Blackout Condition which is the unavailability of any required financial statements as the result of an actual or proposed acquisition shall be deemed to terminate on the earlier of (i) the date such Blackout Condition ceases to exist or (ii) 75 days after the filing deadline if closing date of such acquisition or disposition. Grantee shall not make any offers or sales of Diana Shares to xxx xublic under the Registration Statement until the Blackout Condition no longer exists or is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, terminated and shall contain a Prospectus comply with any prospectus delivery requirements in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such connection with Grantee's offer and sale of Diana Shares undxx xxe Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 Grantee shall provide for offer and sell the resale pursuant to any method or combination Diana Shares onlx xx accordance with the plan of methods legally available to, and requested by, distribution described in the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

Initial Registration. The Company shall file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as As soon as practicable after the filing thereofreasonably practicable, but in no event later more than sixty thirty-one (6031) days following the filing deadline First Initial Closing Date (the “Effectiveness Deadline”); provided, except that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement thirty-first day falls on a day which is reviewed bynot a business day, on the next business day following the thirty-first day), Martek shall prepare and receives comments from, the Commission. The Registration Statement filed file with the Securities and Exchange Commission pursuant (and such state securities commissions as may be necessary or appropriate to this subsection 2.1.1 shall be permit the registration of the Securities in all 50 states and the District of Columbia) a shelf registration statement on Form S-1 S-3 (a “or, if Martek is ineligible to use Form S-1”) or S-3, such other form of registration statement as is then available Martek deems appropriate) (the "Registration Statement") to effect the registration under the Securities Act and relevant state securities laws of the Securities in connection with (i) the disposition of the Common Shares and the shares received upon exercise of the Warrants by the Purchasers, from time to time in the open market, in one or more transactions (which may involve block transactions), in negotiated, underwritten, or other transactions or through a registration combination of such methods of sale, at market All expenses of Martek associated with the preparation of the Registration Statement and the filing thereof shall be borne by Martek, including the payment of any applicable listing fees. The Purchasers, and, as necessary, Record Transferees shall be responsible for fees and expenses of their own counsel and any commissions or underwriting discounts payable with respect to any resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Common Shares and/or shares underlying the Warrants. In connection with the Registration Statement. A , but subject to the limitations of Section 4(b) hereof, Martek will prepare and file with the Securities and Exchange Commission and any state securities commissions such amendments and supplements to the Registration Statement filed pursuant to this subsection 2.1.1 shall provide for and the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to prospectus used in connection therewith as may be supplemented and amended to the extent necessary to ensure that keep such Registration Statement is available or, if not available, that another Registration Statement is available, for effective and to comply with the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements provisions of the Securities Act and Rule 415 thereunder with respect to the Exchange Act disposition of all the Securities and issuance of all shares underlying the Warrants to Record Transferees covered by such Registration Statement. Notwithstanding the foregoing, Martek will not contain only be required to maintain the effectiveness of the Registration Statement (i) with respect to the Securities registered thereunder for resale by the Purchasers, until the earlier of (a) such time as all of such Securities have been disposed of in accordance with the intended methods of disposition by the Purchasers set forth in such Registration Statement, (b) such date on which each of the Purchasers may dispose of all of the Securities held by it in one transaction in the open market pursuant to Rule 144(k) under the Securities Act, or (c) with respect to the Common Shares and Warrants, two years from the effective date of the Registration Statement, and with respect to the shares underlying the Warrants, two years from the date on which such shares are issued to a MisstatementPurchaser upon exercise of the Warrants; and (ii) with respect to the shares underlying the Warrants which are registered for issuance to Record Transferees, until the earlier of (a) the expiration of the Warrants in accordance with their terms or (b) the issuance of all of the shares underlying the Warrants pursuant to exercise of the Warrants. Martek shall furnish to each Purchaser such number of copies of the Registration Statement and of each amendment and supplement thereto, such number of copies of the prospectus included in such Registration Statement and such other related documents as such Purchaser may reasonably request in order to facilitate the disposition of the Securities by such Purchaser.

Initial Registration. The Company shall file a Registration Statement under the Securities Act promptly, but in any event within thirty Within fifteen (3015) days following the Closing, AtheroGenics shall prepare and file with the SEC (and such state securities commissions as may be necessary or appropriate to permit the public resale registration of the Common Shares in all 50 states and the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effectDistrict of Columbia) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts (i) to cause such Registration Statement to be have declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be thereafter a shelf registration statement on Form S-1 (a “Form S-1”) or such other form as AtheroGenics deems appropriate) (the "Registration Statement") providing for the resale by the Purchasers of all the Common Shares, (ii) to cause the Common Shares to be listed on the appropriate national market exchange and (iii) to provide a transfer agent and registrar for all securities registered pursuant to the Registration Statement and a CUSIP number for such securities. If the Registration Statement is not declared effective within 120 days of Closing, then the Purchasers shall be entitled to receive from AtheroGenics (pro rata in accordance with Schedule I) an aggregate number of shares equal to 1% of the number of Common Shares for each month (and prorated for any partial month) after such 120 days that the Registration Statement is not declared effective (or does not remain effective), up to a maximum aggregate amount of 5% of the Common Shares. AtheroGenics shall use best efforts to keep the Registration Statement continuously effective, pursuant the Act and the rules and regulations promulgated thereunder, until the earlier to occur (i) the second anniversary of the Closing, (ii) as to a particular Purchaser, the date on which the Purchaser may sell all Common Shares then held by Purchaser without restriction by the volume limitation of Rule 144(e) of the Act, and (iii) such time as all Common Shares held by such Purchaser have been sold (A) pursuant to the Registration Statement, (B) to or through a broker or dealer or underwriter in a public distribution or public securities transaction, and/or (C) in a transaction exempt from the registration and prospectus delivery requirements of the Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale. In the event that the Registration Statement shall cease to be effective, AtheroGenics shall promptly prepare and file a new registration statement covering the Common Shares and shall use best efforts to have such registration statement declared effective as is then available soon as possible. Any such registration statement shall be considered a "Registration Statement" hereunder. All expenses of AtheroGenics associated with the preparation of the Registration Statement and the filing thereof shall be borne by AtheroGenics, including the payment of any applicable listing fees. The Purchasers shall be responsible for fees and expenses of their own counsel and any commissions or underwriting discounts payable with respect to effect a registration for any resale of the Common Shares. In connection with the Registration Statement, but subject to the limitations of Section 4(b) hereof, AtheroGenics will prepare and file with the SEC and any state securities commissions such Registrable Securities, covering amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registrable Securities, Registration Statement effective and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to comply with the provisions of the Act and Rule 415 at any time beginning on thereunder with respect to the effective date for disposition of all the Common Shares covered by such Registration Statement. A AtheroGenics shall furnish, at its sole cost, to each Purchaser such number of copies of the Registration Statement filed pursuant to this subsection 2.1.1 shall provide for and of each amendment and supplement thereto, such number of copies of the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that prospectus included in such Registration Statement is available or, if not available, that another Registration Statement is available, for and such other related documents as such Purchaser may reasonably request in order to facilitate the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders disposition of the effectiveness of Common Shares by such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementPurchaser.

Initial Registration. The Company shall shall, as promptly as reasonably practicable, but in no event later than thirty (30) calendar days after the consummation of the transactions contemplated by the Merger Agreement, use its commercially reasonable efforts to file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders (and certain other outstanding equity securities of the Company as may be required by registration rights granted in favor of other stockholders or in the Company’s sole discretion) from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (a “Rule 415Shelf Registration Statement”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than sixty (60) business days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Shelf Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement filed on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Shelf Registration Statement. A Shelf Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders, including the registration of the distribution to its shareholders, partners, members or other affiliates. The Company agrees to provide in a Shelf Registration Statement (and in any prospectus or prospectus supplement forming a part of such Shelf Registration Statement) that all assignees, successors or transferees under this Agreement shall, by virtue of such assignment, be deemed to be selling stockholders under the Shelf Registration Statement (or any such prospectus or prospectus supplement) with respect to such Registrable Securities. The Company shall use its commercially reasonable efforts to cause a Shelf Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Shelf Registration Statement is available or, if not available, that another Shelf Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to The Company’s obligations under this subsection 2.1.1, but in any event within two (2) business days shall, for the avoidance of such datedoubt, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant be subject to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementSection 3.4.

Initial Registration. The (i) On or prior to the Filing Date, the Company shall file cause to be filed with the Commission a Registration Statement under registration statement meeting the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale requirements of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by a “Registration”), and each Holder shall be entitled to have included therein (subject to the Commission then conditions described in effectthis Agreement) (“Rule 415”) on all of such Holder’s Registrable Securities, subject to the terms and conditions specified provision of Section 2.3 hereof. (ii) The Company shall be entitled to postpone for up to sixty (60) days the filing or effectiveness of any Registration statement otherwise required to be prepared and filed pursuant to this Section 2.1, if the Board determines, in this subsection 2.1.1 its good faith reasonable judgment (with the concurrence of the managing underwriter, if any), that such registration and the Transfer of Registrable Securities contemplated thereby would materially interfere with, or require premature disclosure of, any financing, acquisition or reorganization involving the Company or any of its wholly owned subsidiaries and the Company promptly gives the Holders prompt written notice of such determination. (iii) The Company shall use give written notice of such proposed registration to all Holders. Any such Holder may, within ten (10) days after receipt of such notice, request in writing that all of such Holder’s Registrable Securities, or any portion thereof designated by such Holder, be included in the registration. 2.2. In connection with a registration under Section 2.1, the Company shall: (i) Use its commercially reasonable efforts to cause such Registration Statement to be have the registration declared effective under the Securities Act as soon as practicable after the filing thereofpossible, but in no event later than the Effectiveness Date. (ii) Use the Company’s commercially reasonable efforts to keep the registration statement effective until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). Notwithstanding the foregoing, if for any reason the effectiveness of a registration pursuant to this Section 2 is suspended or postponed as permitted by Section 2.1(ii), the foregoing period shall be extended by the aggregate number of days of such suspension or postponement. 2.3. Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission does not permit the Company to register all of the Registrable Securities in the Registration Statement because of the Commission’s application of Rule 415, the Company shall register in the Registration Statement such number of Registrable Securities as is permitted by the Commission, provided, however, that the number of Registrable Securities to be included in such Registration Statement or any subsequent registration statement shall be determined in the following order: (i) first, the shares of Common Stock issuable upon conversion of the Notes shall be registered on a pro rata basis among the holders of the Notes, and (ii) second, the shares of Common Stock issuable upon exercise of the Warrants shall be registered on a pro rata basis among the holders of the Warrants. In the event the Commission does not permit the Company to register all of the Registrable Securities in the initial Registration Statement, the Company shall use its best efforts to file subsequent Registration Statements to register the Registrable Securities that were not registered in the initial Registration Statement as promptly as possible and in a manner permitted by the Commission. For purposes of this Section 2.3, “Filing Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the later of (i) sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form sale of registration statement as is then available to effect a registration for resale substantially all of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by included in the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable initial Registration Statement or any subsequent Registration Statement and (ii) six (6) months following the effective date of a the initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted by the Commission. For purposes of this Section 2.3, “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant to this subsection 2.1.1hereto, but the earlier of (A) the ninetieth (90th) day following the filing date of such Registration Statement (or in any the event such Registration Statement receives a “full review” by the Commission, the one hundred twentieth (120th) day following such filing date) or (B) the date which is within two five (25) business days of such date, after the date on which the Commission informs the Company shall notify (i) that the Holders Commission will not review such Registration Statement or (ii) that the Company may request the acceleration of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain Company makes such request; provided that, if the Effectiveness Date falls on a MisstatementSaturday, Sunday or any other day which shall be a legal holiday or a day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following business day.

Initial Registration. The Company shall shall, as soon as practicable, but in any event within one hundred and twenty (120) days after the date hereof, file a Shelf Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 2.3.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (i) sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to or ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission) and (ii) ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 2.3.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 2.3.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 2.3.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.12.3.1, but in any event within two five (25) business days Business Days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 2.3.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The Company Promptly (but in ____________________ no event later than twenty (20) days) after the closing, Xxxxx shall file with the Securities and Exchange commission (the "commission") and use its reasonable best efforts to cause to become effective a Registration Statement (the "Registration Statement") on a proper form to be selected by Xxxxx under and complying with the Securities Act promptlyof 1933 as amended (the "Securities Act") with respect to the offering by Sattel of the three hundred fifty thousand (350,000) Xxxxx Shares. Xxxxx shall keep the Registration Statement effective until the earlier of the date on which Sattel has transferred all of the Xxxxx Shares or January 11, but in 1998. Sattel shall be permitted to sell under the Registration Statement, up to fifty thousand (50,000) Xxxxx Shares at any event within thirty time following the date on which the Registration Statement becomes effective, an additional one hundred fifty thousand (30150,000) days Xxxxx Shares at any time after twelve (12) months following the Closing, and the remaining one hundred fifty thousand (150,000) Xxxxx Shares at any time after eighteen (18) months following the Closing; provided that if the closing price on the New York Stock Exchange ("NYSE") of a Xxxxx Share shall on any date be equal or greater than 125% of the closing price on the NYSE of a Xxxxx Share on the date of the Closing, then Sattel shall thereafter be permitted to permit sell all of its Xxxxx Shares. Notwithstanding the foregoing, Sattel shall notify Xxxxx of, and obtain confirmation from Xxxxx prior to, any offers or sales by Sattel of Xxxxx Shares of no Blackout Condition. If Xxxxx determines, in its reasonable good faith judgement, that because of the existence of, or in anticipation of, any acquisition or financing activity, the unavailability of any required financial statements as the result of an actual, or proposed, acquisition, or the existence of any other material non-public resale information (a "Blackout Condition"), it would be materially adverse to Xxxxx for the registration of all the Registrable Securities held by Xxxxx Shares to be maintained effective, or to be filed and become effective, or for the Holders from time Xxxxx Shares to time as permitted by Rule 415 be sold under the Securities Act Registration Statement, then Xxxxx shall be entitled, until such Blackout Condition no longer exists, or is terminated or provided herein, to (or any successor or similar provision adopted i) if required by law, cause the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after withdrawn and the filing thereofeffectiveness of the Registration Statement to be delayed or terminated; (ii) direct that Sattel not make any public sales of Xxxxx Shares; or (iii) in the event the Registration Statement has not yet been filed, but in no event later than to delay or not file the Registration Statement; provided that, unless Xxxxx notifies Sattel of a Blackout Condition, Sattel may sell 50,000 Xxxxx Shares within the first sixty (60) days following the filing deadline effective date of the Registration Statement without further notice. Xxxxx shall have one (1) business day after the “Effectiveness Deadline”); provided, that receipt of notice from Sattel to declare the Effectiveness Deadline existence of a Blackout Condition. Diana's response shall be extended communicated via personal delivery, telecopy or overnight courier. If no timely response is received by Sattel from Xxxxx, Xxxxx shall be deemed to ninety have permitted such sale. In the event Xxxxx causes the Registration Statement to be withdrawn or delayed and terminated pursuant to clause (90i), or clause (iii), of the preceding sentence as a result of a Blackout Condition, Xxxxx shall file and use its reasonable best efforts to cause the Registration Statement to become effective promptly after a Blackout Condition ceases to exist. For purposes hereof, a Blackout Condition other than the unavailability of any required financial statements shall be deemed to terminate on the earlier of (i) the date such Blackout Condition ceases to exist or (ii) thirty (30) days after Diana's determination thereof, and a Blackout Condition which is the unavailability of any required financial statements as the result of an actual or proposed acquisition shall be deemed to terminate on the earlier of (i) the date such Blackout condition ceases to exist or (ii) seventy-five (75) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale closing date of such Registrable Securities, covering such Registrable Securities, acquisition. Sattel shall not to make any offers or sales of Xxxxx Shares to the public until the Blackout Condition no longer exists or is terminated and shall contain a Prospectus comply with any prospectus delivery requirements in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on connection with Sattel's offer and sale of Xxxxx Shares under the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 Sattel shall provide for offer and sell the resale pursuant to any method or combination Xxxxx Shares only in accordance with the plan of methods legally available to, and requested by, distribution described in the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

Initial Registration. The 2.1 Subject to the conditions of this Section 2, the Company shall file a Registration Statement registration statement (the “Initial Registration”) under the Securities Act promptly, but in any event within thirty (30) days following covering the Closingregistration of the Registrable Securities, to permit become effective within nine months of the public resale Closing (as such term is defined in the Purchase Agreement). The Company shall use best efforts to effect the registration under the Act of all the Registrable Securities held by the Holders from time as aforesaid. 2.2 If the Holders intend to time as permitted distribute the Registrable Securities by Rule 415 under means of an underwriting, they shall so advise the Securities Act (or any successor or similar provision adopted Company. The underwriter will be selected by the Commission Holders subject to the approval of the Company (not to be unreasonably withheld). In such event the right of any person to include securities in such registration shall be conditioned upon such person’s participation in such underwriting and the inclusion of such person’s securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the selected underwriter or underwriters. If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided that if by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum limitations imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in effect) (“Rule 415”) the registration, the right to include additional Registrable Securities on a pro rata basis based on the terms number of Registrable Securities held by all such Holders. 2.3 If the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and conditions specified the number of shares that may be included in this subsection 2.1.1 the underwriting shall be limited and shall use its commercially reasonable efforts be allocated, first, to cause the Holders with respect to their Registrable Securities and second (if any additional shares may be included), to any holders of other securities. Any Registrable Securities excluded or withdrawn from such Registration Statement underwriting shall be withdrawn from the registration. If the underwriter has not so limited the number of Registrable Securities to be declared effective underwritten, the Company may include securities for its own account or the account of others in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration will not thereby be or the price applicable to such included securities will not thereby be reduced. (i) The Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this section 2 prior to the date which is the month anniversary of the Closing. 2.4 Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) request or such other form requests of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

Initial Registration. The (a) Subject to receipt of necessary information from the Pequot Stockholders, the Company shall will, as soon as practical but in no event later than 60 days following (a) the date hereof, (b) the date of any issuance of Series A Preferred Stock and (c) the date of notice to the Company of any acquisition of Common Stock then having a fair market value of at least $150,000 by the Pequot Stockholders, prepare and file with the SEC a Registration Statement on Form S-1 or, if applicable, Form S-3, or any equivalent form for registration by small business issuers in accordance with the Securities Act, to permit a public offering and resale of the Registrable Securities under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 on a continuous basis under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on . The Company acknowledges that the terms plan of distribution contemplated by such Registration Statement shall include offers and conditions specified in this subsection 2.1.1 sales through underwriters or agents, offers and sales directly to investors, block trades and such other methods of offer and sale as the Pequot Stockholders shall request. The Company will use its commercially reasonable best efforts to cause such the Registration Statement to be declared effective as soon as practicable after by the filing thereof, but in no event later than sixty (60) SEC within 150 days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the date hereof. The Company will cause such Registration Statement is reviewed byto remain effective until such time as all of the shares of Common Stock designated thereunder are sold or the holders thereof are entitled to rely on Rule 144(k) for sales of Registrable Securities without registration under the Securities Act and without compliance with the public information, and receives comments fromsales volume, the Commissionmanner of sale or notice requirements of Rule 144(c), (e), (f) or (h). The Company will pay all Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf Expenses of each registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on this Section 3. The number of shares of Common Stock designated in the effective date for such Registration Statement. A Registration Statement filed shall be equal to the sum of the number of shares of Common Stock (x) issuable upon (A) the conversion of the Series A Preferred Stock and (B) the exercise of the Warrants held by or issuable to the Pequot Stockholders and (c) issued to the Executives as the time of the Initial Closing. The Company acknowledges that at the time the Company files the Registration Statement pursuant to this subsection 2.1.1 shall provide for Section 3 the resale pursuant number of Registrable Securities issuable to any method or combination of methods legally available tothe Pequot Stockholders will not be fixed due to the pricing, antidilution and requested byother provisions related to the Shares and Warrants (“Adjustment Provisions”). Accordingly, the HoldersCompany agrees that it will register the number of shares of Common Stock issuable on conversion of the Series A Preferred Stock and on the exercise of the Warrants held by or issuable to the Pequot Stockholders as of the date hereof. The Company shall use its commercially agrees that, thereafter, it will file, within a reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale period of time after all of the Registrable Securities held by or issuable to the Holders until all Pequot Stockholders are not covered by such Registrable Securities have ceased Registration Statement (due to be Registrable Securities. As soon the effect of the Adjustment Provisions) such amendments and/or supplements to the Registration Statement, and such additional Registration Statements as practicable following are necessary in order to ensure that at least 100% of the effective date number of shares of Common Stock issuable on conversion of the Series A Preferred Stock and on the exercise of the Warrants held by or issuable to the Pequot Stockholders are included in a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

Initial Registration. The Company shall shall, within ninety (90) days of the Contribution Closing Date, file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders Principal Holders, other than any Registrable Securities that are registered for sale on a Registration Statement filed prior to the date hereof and effective as of the Contribution Closing Date, from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 Section 2.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in any event no event later than sixty the earlier of (60i) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days (or one hundred and twenty (120) days if the Commission notifies the Company that it will “review” the Registration Statement) after the filing deadline if Contribution Closing Date and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement is reviewed by, and receives comments from, the Commissionwill not be “reviewed” or will not be subject to further review. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 Section 2.1 shall be a shelf on Form S-3 or similar short form registration statement that may be available at such time (“Form S-3”), or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1”) or on such other form of registration statement as is then available to effect a registration Registration for resale of such the Registrable Securities; provided, covering however, that if the Company has filed the Registration Statement on Form S-1 and subsequently becomes eligible to use Form S-3 or any equivalent or successor form, the Company shall (i) file a post-effective amendment to the Registration Statement converting such Registrable SecuritiesRegistration Statement on Form S-1 to a Registration Statement on Form S-3 or any equivalent or successor form or (ii) withdraw the Registration Statement on Form S-1 and file a subsequent Registration Statement on Form S-3 or any equivalent or successor form, and shall contain a Prospectus in such form as to permit any Principal Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 Section 2.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Principal Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 Section 2.1 and the Existing Registration Statement to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement registration statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable SecuritiesSecurities or the earlier termination of this Agreement pursuant to Section 5.7. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1Section 2.1, but in any event within two three (23) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 Section 2.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

Initial Registration. The Company shall file a Registration Statement under (a) On or prior to the Securities Act promptly, but in any event within thirty (30) days 30th Business Day following the Closing, to permit the public Company shall prepare and file with the Commission the Initial Registration Statement covering the resale of all or such portion of the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under SEC Guidance (provided that the Securities Act (or any successor or similar provision adopted by Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then in effect) (“registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415”; provided, however, that if the number of Registrable Securities hereunder shall equal or exceed 30% of the issued and outstanding Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on the actual filing date of the Initial Registration Statement, the Initial Registration Statement shall register a number of shares of Common Stock which is equal to 30% of the issued and outstanding shares of Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on such actual filing date minus 10,000 shares of Common Stock, and the remaining Registrable Securities shall be subject to Section 3(c). In such event, the number of Registrable Securities to be registered for each Holder shall be reduced pro-rata among all Holders, and unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by Note Shares (applied, in the case that some Note Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Note Shares held by such Holders). The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms and conditions specified in of this subsection 2.1.1 and Agreement, the Company shall use its commercially reasonable best efforts to cause such the Initial Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof, but in no any event later than sixty (60) days following prior to the filing deadline applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of one year from the Closing Date or such securities may be sold without volume restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness DeadlinePeriod”); provided, . The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail delivery of a “.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the Effectiveness Deadline Company telephonically confirms effectiveness with the Commission, which shall be extended to ninety (90) days the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the filing deadline if Effective Date, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). (b) If: (i) the Initial Registration Statement is reviewed by, not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and receives comments fromcomment on the same as required by Section 3(a) herein, the Commission. The Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement filed in accordance with Rule 461 promulgated by the Commission pursuant to this subsection 2.1.1 shall the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the Effectiveness Date, the Company fails to file a shelf registration statement on Form S-1 pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement as soon as practicable after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) the Initial Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by its Effectiveness Date, or (v) after the Effectiveness Date, the Registration Statement ceases for any reason (other than during a “Form S-1”Blackout Period) to remain effective during the period it is required to remain effective hereunder as to all Registrable Securities for which it is required to be effective, or such other form of registration statement as is then available the Holders are otherwise not permitted to effect a registration for resale of utilize the Prospectus therein to resell such Registrable Securities, covering (other than during a Blackout Period) (any such Registrable Securitiesfailure or breach being referred to as an “Event”, and shall contain a Prospectus for purposes of clauses (i), (iv) and (v) the date on which such Event occurs, and for purpose of clause (ii) the date on which such five Trading Day period is exceeded, and for purpose of clause (iii) the date which such 10 calendar day period is exceeded, and for purpose of clause (vi) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant addition to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by other rights the Holders until all may have hereunder or under applicable law, on each such Registrable Securities Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of been cured by such date) until the applicable Event is cured, the Company shall notify pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder. The parties agree that (1) in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.5% of the aggregate purchase price of the Holders in any 30 day period, and (2) the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 20% of the effectiveness of aggregate purchase price paid by such Registration StatementHolder pursuant to the Purchase Agreement. When effective, a Registration Statement filed If the Company fails to pay any partial liquidated damages pursuant to this subsection 2.1.1 Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (c) Notwithstanding anything to the contrary herein, it shall not constitute a breach of this Agreement or the Transaction Documents nor shall the Company be liable in any manner (including for any Losses or the documents incorporated therein liquidated damages contemplated by reference) will Section 2(b)), if it fails to comply as to form in all material respects with all applicable requirements this Agreement results directly or indirectly from the application of Rule 415, the SEC Guidance or any one or more of the Securities Act and the Exchange Act and will not contain a Misstatementforegoing.

Initial Registration. The As soon as practicable after each Closing Date, and in no event later than two (2) full Business Days before filing the Registration Statement (as defined below) with the SEC, Company shall file provide Xxxxxxxx with a draft registration statement on Form S-1 to be filed by Company with the SEC (together with any amendments and supplements thereto and any replacement registration statement with respect thereto, the "Registration Statement under Statement") that covers the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all Covered Securities (as defined below) with respect to such Closing Date. Xxxxxxxx shall have the Registrable Securities held right to approve the description of the selling shareholder, plan of distribution and all other references to Xxxxxxxx and its affiliates contained in each Registration Statement. Company shall, at its own expense, file each Registration Statement including the description, as approved by Xxxxxxxx, of the Holders from time selling shareholder, plan of distribution and all other references to time Xxxxxxxx and its affiliates contained in the Registration Statement, as permitted soon as practicable after such approval by Rule 415 under Xxxxxxxx, and in no event later than ten (10) days after the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and applicable Closing Date. Company shall use its commercially reasonable best efforts to cause such each Registration Statement to be declared effective by the SEC as soon as practicable after the filing thereofpracticable, but and in no event later than sixty (60i) days following for the filing deadline Registration Statement for the Initial Closing (the “Effectiveness Deadline”"Initial Registration Statement"); provided, that the Effectiveness Deadline shall be extended to ninety one hundred twenty (90120) days after the filing deadline if Initial Closing Date, (ii) for the Registration Statement is reviewed byfor each Subsequent Closing, eighty-five (85) days after the applicable Subsequent Closing Date, and receives comments from(iii) for any Registration Statement with respect to the projection of Excess Shares (as defined below), the Commission. The first date that Company has issued any such Excess Shares (the "Required Registration Statement filed with the Commission pursuant Date") and cause all applicable Covered Securities to this subsection 2.1.1 shall be a shelf registration statement included on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Company shall provide prompt written notice to Xxxxxxxx when each Registration Statement filed pursuant to this subsection 2.1.1 shall provide for has been declared effective by the resale pursuant to any method or combination of methods legally available to, and requested by, the HoldersSEC. The Company shall use its commercially reasonable efforts to cause a promptly amend the applicable Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (or, if not availablenecessary, file a new registration statement) at any time that another the number of Covered Securities exceeds the number of Common Shares registered on such Registration Statement, so that all such Common Shares shall be registered and freely tradable. "Covered Security" means (A) with respect to the Initial Closing, (i) all Initial Preferred Shares, (ii) all Common Shares to be issued upon the monthly payment of dividends on the Initial Preferred (based on an estimate of the Common Shares to be issued upon such dividend payments), (iii) the greater of the number of Common Shares to be issued upon the conversion of or redemption of the Initial Preferred Shares (based on an estimate of the Common Shares to be issued upon such conversion or redemption), and (iv) all Common Shares to be issued pursuant to the adjustment mechanisms in Sections 8 and 9 of this Agreement with respect to the Initial Preferred Shares, (B) with respect to any Subsequent Closing, (i) all Preferred Shares issued at the applicable Subsequent Closing, (ii) all Common Shares to be issued upon the monthly payment of dividends on the Preferred Shares issued at the applicable Subsequent Closing (based on an estimate of the Common Shares to be issued upon such dividend payments), (iii) the greater of the number of Common Shares to be issued upon the conversion of or redemption of the Preferred Shares issued at the applicable Subsequent Closing (based on an estimate of the Common Shares to be issued upon such conversion or redemption) and (iv) all Common Shares to be issued pursuant to the adjustment mechanisms in Sections 8 and 9 of this Agreement with respect to the Preferred Shares issued at the applicable Subsequent Closing and (C) with respect to Excess Shares, the number of shares by which the share estimate has increased. For purposes of determining the number of Covered Securities to include on each Registration Statement, Company shall be permitted to use an estimate of the number of Common Shares issuable in the future as dividends or upon the conversion or redemption of the Preferred Shares issued at the applicable Closing, which estimated number shall be 3,795,920 Common Shares for purposes of the Initial Registration Statement. At the time of each monthly dividend payment, Company will estimate the number of Common Shares required to cover dividend payments on, conversion of or redemption of all Preferred Shares held by Xxxxxxxx on such date for the next two succeeding quarters (the "Projected Need"). If the Projected Need exceeds the number of Common Shares available for resale under its then effective Registration Statement(s), assuming for such purpose that all Covered Securities other than the Projected Need have already been resold, then Company will file a new Registration Statement is available(or, for if permitted by applicable law, amend an existing Registration Statement) to cover the resale projected excess number of all Common Shares (such Common Shares are referred to as "Excess Shares"). The obligations to file the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of Statements and maintain the effectiveness of such the Registration Statement. When effective, a Statements as provided in this Section 5 are referred to herein as the "Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementRequirement."

Initial Registration. The No later than 120 days after the date of this Agreement, the Company shall file cause to be filed a registration statement (the "Initial Registration Statement Statement") under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act of 1933, as amended (or any successor or similar provision adopted the "Securities Act") relating to the sale by the Commission then in effectHolder of its Registrable Shares (as hereinafter defined) issued upon the redemption of the Six-Month Units (“Rule 415”) on the terms and conditions specified "Initial Registered Shares"). As used in this subsection 2.1.1 Agreement, the term "Registrable Shares" means shares of Common Stock issued or to be issued to the Holder upon redemption or in exchange for its Units, excluding (A) Common Stock for which a Registration Statement relating to the sale thereof shall have become effective under the Securities Act and which have been disposed of under such Registration Statement, (B) Common Stock sold pursuant to Rule 144 under the Securities Act or (C) Common Stock eligible for sale pursuant to Rule 144(k) under the Securities Act. The Company shall use its commercially reasonable efforts to cause such Initial Registration Statement to be declared effective by the Securities and Exchange Commission (the "SEC") for the Initially Registered Shares as soon as practicable after the filing thereof, thereafter but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days six months after the filing deadline if date of this Agreement. The Company agrees to use reasonable efforts to keep the Initial Registration Statement is reviewed bycontinuously effective until the earliest of (a) the date on which the Holder no longer holds any Registrable Shares registered under the Initial Registration Statement, and receives comments from, (b) the Commission. The Registration Statement filed with date on which the Commission pursuant to this subsection 2.1.1 shall Registrable Shares may be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any sold by the Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on 144(k) under the effective Securities Act or (c) the date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for which is the resale pursuant to any method or combination later of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following two years after the effective date of a the Initial Registration Statement filed pursuant to and two and one-half years after the date of this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementAgreement.

Initial Registration. The Company shall shall, as soon as practicable, but in no event later than fifteen (15) business days after the consummation of the transactions contemplated by the Merger Agreement, use its reasonable best efforts to file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two one (21) business days day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The Company shall file a Registration Statement under the Securities Act promptlyshall, as soon as practicable, but in any event within thirty (30) days following after the Closingconsummation of the transactions contemplated by the Merger Agreement, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (i) sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to or ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission) and (ii) five (5) business days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two five (25) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The Company shall file a Registration Statement under the Securities Act promptly, but in any event within Within thirty (30) days following of the ClosingClosing Date, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by BAC shall file a shelf registration statement under Rule 415 under of the Securities Act (or any successor or similar provision adopted rule promulgated thereafter by the Commission then in effectCommission) (“Rule 415”) on Form S-1 (the terms “Form S-1 Shelf”) covering the resale of all Registrable Securities on a delayed or continuous basis (a “Shelf Registration”), and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in thereafter and no event later than sixty the earlier of (60x) days the 90th calendar day (or 120th calendar day if the Commission notifies BAC that it will “review” the Registration Statement) following the filing deadline date and (y) the tenth (10th) Business Day after the date BAC is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. If, at any time BAC shall have qualified for the use of a Registration Statement on Form S-3 (the “Effectiveness DeadlineForm S-3 Shelf” and, together with the Form S-1 Shelf, each a “Shelf”); provided, that the Effectiveness Deadline shall be extended ) or any other form which permits incorporation of substantial information by reference to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement other documents filed by BAC with the Commission pursuant to this subsection 2.1.1 and at such time BAC has an outstanding Form S-l Shelf, then BAC shall be use its commercially reasonable efforts to, as soon as reasonably practical, convert such outstanding Form S-l Shelf into a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration StatementS-3 Shelf. A Registration Statement filed pursuant to this subsection 2.1.1 Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Holdersany Holder named therein. The Company BAC shall use its commercially reasonable efforts to cause maintain the Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective and available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities, subject in each case to the provisions of this Agreement that permit BAC to suspend the use of the Registration Statement filed in the circumstances, and subject to the terms and conditions, set forth in those provisions. No filing of a Form S-1 Shelf or a Form S-3 Shelf, as applicable, pursuant to this subsection 2.1.1 Section 2.3 shall be counted as a Demand Registration effected pursuant to remain effectiveSection 2.1. Notwithstanding anything to the contrary herein, and to be supplemented and amended to the extent necessary there is an effective Shelf under this Section 2.3, covering a Holder’s or Holders’ Registrable Securities, such Holder or Holders shall not have rights to ensure make a Demand Registration with respect to Section 2.1. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this Section 2.3, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify for and wish to request an Underwritten Offering from such Shelf (a “Shelf Underwriting Request”), such Underwritten Offering shall follow the procedures and limitations of Section 2.1 (including Section 2.1.3 and Section 2.1.4) but such Underwritten Offering shall be made from the Shelf and shall count against the number of Demand Registrations that may be made by the applicable Holder(s) pursuant to Section 2.1.1; provided that, in the event that the Underwritten Offering is being made from a Form S-3 Shelf, (i) the period of time for BAC to notify all other Holders of Registrable Securities of BAC’s receipt of the applicable Demand Registration shall be reduced from ten (10) days (as set forth in Section 2.1.1) to two (2) Business Days and (ii) the period of time that the Holders have to respond to such Registration Statement is available ornotice shall be reduced from ten (10) days (as set forth in Section 2.1.1) to three (3) Business Days. Notwithstanding anything to the contrary in Section 2.1.1 or this Section 2.3.1 BAC shall only be obligated to effect an Underwritten Offering pursuant to such Shelf Underwriting Request if such Underwritten Offering shall include Registrable Securities proposed to be sold by the Demanding Holder, if not availableeither individually or together with other Demanding Holders, (x) with a total offering price reasonably expected to exceed, in the aggregate, $5,000,000 or (y) that another Registration Statement is available, for constitute all of the resale of all the remaining Registrable Securities held by the Holders until all such Registrable Securities have ceased Demanding Holder ((x) or (y), as applicable, the “Minimum Takedown Threshold”). Notwithstanding anything to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed contrary in this Agreement, BAC may effect any Underwritten Offering pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such then effective Registration Statement. When effective, including a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementForm S-3, that is then available for such offering.

Initial Registration. (a) The Company shall as promptly as practicable (but in no event more than 18 calendar days after the Closing Date) file with the Commission a Registration Statement (the "Initial Registration Statement") providing for the registration of, and the sale by the Managing Underwriter in an underwritten public offering of, the Securities. (b) The Company shall use its reasonable best efforts to cause the Initial Registration Statement to become or be declared effective under the Securities Act promptly, as promptly as practicable (but in any no event within thirty more than 130 calendar days after the Closing Date). (30c) days following The Company shall use its reasonable best efforts to keep the ClosingInitial Registration Statement effective, supplemented and amended as required by the Act, in order to permit the public resale of all the Registrable Securities held Prospectus forming part thereof to be usable by the Holders Managing Underwriter from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted date the Initial Registration Statement is declared effective by the Commission then in effectuntil the earlier of (i) the date all of the Securities loaned to the Borrower pursuant to the initial loan under the Share Lending Agreement have been sold by the Managing Underwriter, (“Rule 415”ii) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such date the Managing Underwriter notifies the Company that the offering of the Securities under the Initial Registration Statement has terminated, or (iii) 30 calendar days after the date that the Initial Registration Statement is declared effective. (d) The Company shall cause the Initial Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Initial Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be declared effective stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading. (e) Immediately following effectiveness of the Initial Registration Statement, or at such later time as soon as practicable after requested by the filing thereofManaging Underwriter, the Company shall execute the Underwriting Agreement. (f) At the next regularly scheduled meeting of the Company's Board of Directors (but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a the Initial Registration Statement filed Statement), the Company's Board of Directors will confirm by an express resolution the reservation for issuance of 150,000,000 shares of Class A Common Stock to be made available for borrowing pursuant to this subsection 2.1.1, but in any event within two the terms of the Share Lending Agreement. (2g) business days of such dateOn the date hereof, the Company shall notify instruct ChaseMellon Shareholder Services, its transfer agent, to reserve for issuance 150,000,000 shares of Class A Common Stock to be made available for borrowing pursuant to the Holders terms of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementShare Lending Agreement.

Initial Registration. The As soon as practicable after the date hereof, and in no event later than two (2) full Business Days before filing the Registration Statement (as defined below) with the SEC, Company shall file provide Xxxxxxxx with a draft registration statement on Form S-1 to be filed by Company with the SEC (together with any amendments and supplements thereto and any replacement registration statement with respect thereto, the "Registration Statement under Statement") covering (i) the Securities Act promptly, but in any event within thirty issuance of Common Stock upon the exercise of the Warrant and (30ii) days following the Closing, to permit the public resale of all of the Registrable Securities held Common Shares (each of (i) and (ii), a "Covered Security" and collectively, "Covered Securities"). Xxxxxxxx shall have the right to approve the description of the selling shareholder, plan of distribution and all other references to Xxxxxxxx and its affiliates contained in the Registration Statement. Company shall, at its own expense, file the Registration Statement including the description, as approved by Xxxxxxxx, of the Holders from time selling shareholder, plan of distribution and all other references to time Xxxxxxxx and its affiliates contained in the Registration Statement, as permitted soon as practicable after such approval by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then Xxxxxxxx, and in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and no event later than April 15, 2010. Company shall use its commercially reasonable best efforts to cause such the Registration Statement to be declared effective by the SEC as soon as practicable after the filing thereofpracticable, but and in no event later than sixty (60) days following the filing deadline July 1, 2010 (the “Effectiveness Deadline”); provided, that "Required Registration Date") and cause all Covered Securities to be included on the Effectiveness Deadline Registration Statement. Company shall be extended provide prompt written notice to ninety (90) days after the filing deadline if Xxxxxxxx when the Registration Statement is reviewed byhas been declared effective by the SEC. Pursuant to the preceding sentence, and receives comments from, Company shall register pursuant to the Commission. The Registration Statement filed with not less than the Commission pursuant number of shares of Common Stock equal to this subsection 2.1.1 twenty-six million six hundred forty-eight thousand one hundred thirty-eight (26,609,536) (the "Registrable Number"). Company shall be promptly amend the Registration Statement (or, if necessary, file a shelf new registration statement on Form S-1 (a “Form S-1”statement) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on that the effective date for number of Common Shares issued and issuable hereunder and under the Warrant exceeds the Registrable Number so that all such Registration StatementCommon Shares shall be registered and freely tradable, and the Registrable Number shall be increased accordingly. A The obligations to file the Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of maintain the effectiveness of such Registration Statement. When effective, a the Registration Statement filed pursuant as provided in this Section 5 are referred to this subsection 2.1.1 (including herein as the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement"Registration Requirement."

Initial Registration. The Company shall shall, as promptly as reasonably practicable, but in no event later than fifteen (15) business days after the consummation of the transactions contemplated by the Merger Agreement, use its reasonable best efforts to file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders (and certain other outstanding equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than sixty (60) business days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety one hundred and twenty (90120) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders, including the registration of the distribution to its shareholders, partners, members or other affiliates. The Company agrees to provide in a Registration Statement (and in any prospectus or prospectus supplement forming a part of such Registration Statement) that all assignees, successors or transferees under this Agreement shall, by virtue of such assignment, be deemed to be selling stockholders under the Registration Statement (or any such prospectus or prospectus supplement) with respect to such Registrable Securities. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement under covering the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all or such maximum portion of the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under SEC Guidance (provided that, the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and Company shall use its commercially reasonable efforts to cause such advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) that are not then registered on an effective Registration Statement for an offering to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended made on a continuous basis pursuant to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the CommissionRule 415. The Each Registration Statement filed with the Commission pursuant to this subsection 2.1.1 hereunder shall be a shelf registration statement on Form S-1 S-3 (a “Form S-1”) or such other form of registration statement as except if the Company is not then available eligible to effect a registration register for resale of the Registrable Securities on Form S-3, in which case such Registrable Securities, covering such Registrable Securities, registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least a Prospectus majority in such form interest of the Holders) substantially the “Plan of Distribution” and “Selling Stockholders” sections attached hereto as Annex A. Subject to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to terms of this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested byAgreement, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and hereunder to be supplemented and amended to declared effective under the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for Securities Act as promptly as possible after the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1filing thereof, but in any event within two prior to the applicable Effectiveness Deadline, and shall use commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of (2i) business days all Registrable Securities covered by such Registration Statement have been sold, thereunder or pursuant to Rule 144 or (ii) the third (3rd) anniversary of such date, the Filing Date (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. When effectiveThe Company shall, by 9:30 a.m. New York City time on the Trading Day after the Effective Date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Holders based on the number of Registrable Securities held by each Holder at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the Commission. In the event that a Holder sells or otherwise transfers any of such Holder’s Registrable Securities, each transferee or assignee (as the case may be) that becomes a Holder shall be allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares of Common Stock included in a Registration Statement filed pursuant and which remain allocated to this subsection 2.1.1 any Person that ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Holders, pro rata based on the number of Registrable Securities then held by such Holders which are covered by such Registration Statement. In the event of a cutback hereunder, the Company shall give the Holders at least three (including 3) Trading Days prior written notice along with the documents incorporated therein by reference) will comply calculations as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatementsuch Holder’s allotment.

Initial Registration. The 2.1 Subject to the conditions of this Section 2, the Company shall file a Registration Statement registration statement (the “Initial Registration”) under the Securities Act promptly, but in any event within thirty (30) days following covering the Closingregistration of the Registrable Securities, to permit become effective within nine months of November 30, 2004. The Company shall use best efforts to effect the public resale registration under the Act of all the Registrable Securities held by the Holders from time as aforesaid. 2.2 If the Holders intend to time as permitted distribute the Registrable Securities by Rule 415 under means of an underwriting, they shall so advise the Securities Act (or any successor or similar provision adopted Company. The underwriter will be selected by the Commission Holders subject to the approval of the Company (not to be unreasonably withheld). In such event the right of any person to include securities in such registration shall be conditioned upon such person’s participation in such underwriting and the inclusion of such person’s securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the selected underwriter or underwriters. If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided that if by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum limitations imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in effect) (“Rule 415”) the registration, the right to include additional Registrable Securities on a pro rata basis based on the terms number of Registrable Securities held by all such Holders. 2.3 If the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and conditions specified the number of shares that may be included in this subsection 2.1.1 the underwriting shall be limited and shall use its commercially reasonable efforts be allocated, first, to cause the Holders with respect to their Registrable Securities and second (if any additional shares may be included), to any holders of other securities. Any Registrable Securities excluded or withdrawn from such Registration Statement underwriting shall be withdrawn from the registration. If the underwriter has not so limited the number of Registrable Securities to be declared effective underwritten, the Company may include securities for its own account or the account of others in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration will not thereby be or the price applicable to such included securities will not thereby be reduced. (i) The Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this section 2 prior to the date which is the month anniversary of the Closing. 2.4 Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) request or such other form requests of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

Initial Registration. The Company shall shall, as soon as practicable, but in no event later than fifteen (15) business days after the consummation of the transactions contemplated by the Merger Agreement, use its reasonable best efforts to file (or confidentially submit) a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing (or confidential submission) thereof, but in no event later than the earlier of (i) sixty (60) days following the filing deadline (the “Effectiveness Deadline”)or confidential submission) deadline; provided, that the Effectiveness Deadline such sixty (60)-day period shall be extended to ninety (90) days after the filing (or confidential submission) deadline if the Registration Statement is reviewed by, and receives comments from, the CommissionCommission and (ii) the tenth (10th) Business Day after the date the Company is notified (orally or in writing) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review (such effectiveness due date, the “Effectiveness Deadline”). The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two one (21) business days day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The Company shall file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days Promptly following the ClosingClosing Date, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and Company shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective prepare, and, as soon as practicable after but in no event later than the filing thereofInitial 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(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(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Plan of Distribution” and “Selling Stockholders” 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 practicable, but in no event later than sixty (60) days the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the second 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 any of the foregoing obligations, if the Company furnishes to the Security Agent after such request for registration, a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such Initial Registration Statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, then the Company shall have the right to defer taking action with respect to such filing deadline for a period of not more than one hundred fifty (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90150) days after the filing deadline if the Registration Statement request of Security Agent is reviewed by, and receives comments fromgiven (such deferral period, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1Initial Deferral Period”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement).

Initial Registration. The (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement under covering the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all of the Registrable Securities held by the Holders from time for an offering to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“be made on a continuous basis pursuant to Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 hereunder shall be a shelf registration statement on Form S-1 S-3 (a “Form S-1”) or such other form of registration statement as except if the Company is not then available eligible to effect a registration register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of such Registrable Securities, covering such Registrable Securities, Section 2(d)) and shall contain a Prospectus (unless otherwise directed by at least 85% in such form interest of the Holders not otherwise affiliated with the Company) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to terms of this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested byAgreement, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to under this subsection 2.1.1 to remain effectiveAgreement (including, and without limitation, under Section 3(c)) to be supplemented and amended to declared effective under the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for Securities Act as promptly as possible after the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1filing thereof, but in any event within two no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (2i) business days have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the transfer agent for the Company’s Common Stock and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such dateRegistration Statement, file a final Prospectus with the Commission as required by Rule 424. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(d) with respect to filing on Form S-3 or other appropriate form. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall notify reduce or eliminate any securities to be included by any Person other than a Holder; b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such Registration Statement. When effective, time as a Registration Statement filed pursuant to this subsection 2.1.1 (including on Form S-3 covering the documents incorporated therein Registrable Securities has been declared effective by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementCommission.

Initial Registration. The Company shall file At any time after the Closing Date, the Holders of Series E Warrants exercisable to purchase not less than one million five hundred thousand (1,500,000) ordinary shares (subject to adjustment as provided in the Series E Warrants) may give a Registration Statement joint, irrevocable written notice (the “Notice”) to Senetek of their election to register on Form S-3 under the Securities Act promptlyof 1933 the sale of not less than one million five hundred thousand (1,500,000) ordinary shares, but together with the American Depositary Shares (“ADRs”) issuable in any event within thirty respect of the ordinary shares to be registered (30the “Registrable Securities”). As promptly as practicable after Xxxxxxx’s receipt of such Notice, Senetek shall prepare and file in accordance with the applicable rules of the Securities and Exchange Commission (the “Commission”) days following a Registration Statement on Form S-3 covering the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon promptly as practicable after the filing thereofand to remain continuously effective for a period of three (3) years. It shall not be a condition of giving such Notice that such Series E Warrant holders then exercise such Series E Warrants, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline giving of such Notice shall be extended deemed an irrevocable election by each such holder to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, exercise such Series E Warrants and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all purchase the Registrable Securities held by on the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable second (2nd) trading day following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a provided that the Registration Statement filed pursuant shall then remain effective and that the Commission shall not then have taken any action to this subsection 2.1.1 suspend or revoke such effectiveness. Subject to the foregoing, each such holder shall duly exercise such Warrants and purchase the Registrable Securities on or before 2:00 p.m. New York City time on the second (including 2nd) trading day following the documents incorporated therein by reference) will comply as to form effectiveness of such Registration Statement in all material respects with all applicable requirements of the Securities Act and manner provided in the Exchange Act and will not contain a MisstatementSeries E Warrants.

Initial Registration. The Company shall promptly, but in no event later than 45 days after the date hereof, file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable after the filing thereof, but in no event later than sixty the earlier of (60i) 60 days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) or 120 days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission) and (ii) 15 Business Days after the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 F-1 (a “Form S-1F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as reasonably practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days five Business Days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a any Misstatement.

Initial Registration. The Company shall shall, as soon as practicable, but in any event within sixty (60) days after the issuance of the Stock Consideration under the terms of the Stock Purchase Agreement (“Initial Filing Date”), file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities then outstanding and held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (i) sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to or ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission) and (ii) five (5) business days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders from time to time until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two five (25) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. 3.2.1.1 The Company shall shall, as promptly as reasonably practicable, but in no event later than thirty (30) calendar days after the Closing Date (the “Filing Deadline”), file with the SEC (at its sole cost and expense) a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders (and certain other outstanding equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule effect)(“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 3.2.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than the earlier of (x) sixty (60) calendar days following the earlier to occur of the Filing Deadline or the filing deadline date of such Registration Statement (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety one hundred twenty (90120) days after the earlier to occur of the Filing Deadline or the filing deadline date of such Registration Statement if the Registration Statement is reviewed by, and receives comments from, the CommissionSEC, and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. The Registration Statement filed with the Commission SEC pursuant to this subsection 2.1.1 3.2.1.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 3.2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders. Holders The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 3.2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until the date on which Investors cease to hold any Registrable Securities. If the Company files a Form S-3 Shelf and thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the Company shall use its reasonable best efforts to file a Form S-1 Shelf as promptly as reasonably practicable to replace the shelf registration statement that is a Form S-3 Shelf and have the Form S-1 Shelf declared effective as promptly as reasonably practicable and to cause such Form S-1 Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Registrable Securities proposed to be registered under the Form S-1 Shelf or Form S-3 Shelf due to limitations on the use of Rule 415 for the resale of Registrable Securities by the applicable Holder or otherwise, such Registration Statement shall register for resale the maximum number of Registrable Securities as is permitted. In such event, the number of Registrable Securities to be registered for each Holder named in such Registration Statement shall be reduced pro rata among all such Holders, and as promptly as practicable after being permitted to register additional Registrable Securities under Rule 415, the Company shall amend such Registration Statement or file a new Form S-1 Shelf or Form S-3 Shelf to register such Registrable Securities not included in the initial Form S-1 Shelf or Form S-3 Shelf and use its reasonable best efforts to cause such amendment or Registration Statement to become effective as promptly as practicable. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.13.2.1.1, but in any event within two one (21) business days Business Day of such date, the Company shall notify the Holders Investors of the effectiveness of such Registration Statement. When effectiveIf, after the filing such Registration Statement, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements holder of Registrable Securities requests registration under the Securities Act and of additional Registrable Securities pursuant to such Registration Statement, the Exchange Act and will not contain a MisstatementCompany shall amend such Registration Statement to cover such additional Registrable Securities.

Initial Registration. The (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement under covering the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all of the Registrable Securities held not already covered by an existing and effective Registration Statement 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 Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to the Company to register for resale of the Registrable Securities as a secondary offering) subject to the provisions of Section 2(f) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section substantially in the form attached hereto as Annex A. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms thereof and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such file amendments to the Initial Registration Statement to be declared effective as soon as practicable after required by the filing thereof, but in no event later than sixty Commission and/or (60ii) days following withdraw the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Initial Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be file a shelf new registration statement on Form S-1 (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1”) S-3 or such other form of registration statement as is then available to effect a registration the Company to register for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such the Registrable Securities pursuant as a secondary offering; provided, however, that prior to Rule 415 at any time beginning on the effective date for filing such amendment or New Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall be obligated to use its commercially reasonable efforts to cause advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of Liquidated Damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other Common Shares permitted to be registered on a particular Registration Statement filed pursuant as a secondary offering (and notwithstanding that the Company used diligent efforts to this subsection 2.1.1 to remain effectiveadvocate with the Commission for the registration of all or a greater number of Registrable Securities), and the number of Registrable Securities or other Common Shares to be supplemented and amended to the extent necessary to ensure that registered on such Registration Statement is available orwill be reduced as follows: first, if not availablethe Company shall reduce or eliminate the Common Shares to be included by any person other than a Holder; second, that another Registration Statement is availablethe Company shall reduce or eliminate any Common Shares to be included by any Affiliate of the Company; and third, for the resale Company shall reduce the number of Registrable Securities to be included by all other Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a determination by the Commission that certain Holders until all such must be reduced before other Holders based on the number of Registrable Securities have ceased to be Registrable Securitiesheld by such Holders. As soon as practicable following In the effective date of a event the Company amends the Initial Registration Statement filed pursuant to this subsection 2.1.1or files a New Registration Statement, but in any event within two as the case may be, under clauses (2i) business days of such dateor (ii) above, the Company shall notify will use its commercially reasonable efforts to file with the Holders Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the effectiveness of such Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement. When effective, a as amended, or the New Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply “Remainder Registration Statement”). No Holder shall be named as to form an “underwriter” in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatementany Registration Statement without such Holder’s prior written consent.

Initial Registration. The Company shall shall, as promptly as reasonably practicable, but in no event later than thirty (30) calendar days after the Closing Date, use its reasonable best efforts to file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders (and certain other outstanding equity securities of the Company as may be required by registration rights granted in favor of other stockholders or in the Company’s sole discretion) from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (a “Rule 415Shelf Registration Statement”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable after the initial filing thereof, but in no event later than the earlier of (a) sixty (60) days following the filing deadline (the “Effectiveness Deadline”); , provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Shelf Registration Statement is reviewed by, and the Company receives comments from, the Commission, and (b) the tenth (10th) Business Day after the date the Company is notified, orally or in writing, by the Commission that the Shelf Registration Statement will not be reviewed or will not be subject to further review. The Shelf Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement filed on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Shelf Registration Statement. A Shelf Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders, including the registration of the distribution to a Holder’s shareholders, partners, members or other affiliates. The Company shall use its commercially reasonable best efforts to cause a Shelf Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Shelf Registration Statement is available or, if not available, that another Shelf Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Shelf Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which such statement is made). The Company’s obligations under this subsection 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

Initial Registration. The Company (a) In connection with an IPO of Common Stock by API, API shall, prior to the filing of any Registration Statement relating thereto, give written notice to Holders of its intention to do so and, upon the written request of Holders given within five (5) business days after API provides such notice, API shall file use its reasonable efforts to include all shares of the Common Stock that API has been so requested by Holders to include in such Registration Statement; provided that a Holder shall not have the right under an IPO registration (other than pursuant to Section 4(b)) to include more than the IPO Volume Limitation, in such Registration Statement; and provided further that API shall have the right to postpone or withdraw the filing of any such Registration Statement (other than a Registration Statement pursuant to Section 4(b)). (b) If API has not yet consummated a Qualified Transaction (as such term is defined in the Convertible Notes), at any time after the four year anniversary of the date hereof upon the written request (an “IPO Demand Request”) of the Majority Holders (the “IPO Demand Holder”) requesting that API effect an IPO following which API’s shares of Common Stock are listed on the New York Stock Exchange or the Nasdaq Global or Global Select Market, by registering under the Securities Act promptlyof all or part of the Holders’ Registrable Securities and specifying the amount and intended method of disposition thereof, but file a registration statement to effect the registration under the Securities Act of: (i) such Registrable Securities that the Company has been so requested to register by the IPO Demand Holder; and (ii) the number of Parent Registrable Securities that Parent requests API to include, in any event within thirty each case subject to subsection (30c) days following below, and all to the Closing, extent necessary to permit the public resale disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities. (c) Notwithstanding any other provision of this Section 4, if the managing underwriter advises API that marketing factors require a limitation of the number of shares to be underwritten, then API shall so advise all Holders of Registrable Securities that would otherwise be included in the registration statement, and the number of shares of Registrable Securities and Parent Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) to the extent Parent’s Existing Notes remain outstanding, first, to Parent to the extent the net proceeds from the sale of such shares are used to repay Parent’s Existing Notes; (ii) next, to Holders pro rata among the Holders thereof on the basis of the Registrable Securities owned by each such Holder until they have been permitted to sell as much as Parent; (iii) next, to Holders pro rata among the Holders thereof on the basis of the Registrable Securities owned by each such Holder and Parent in proportion (as nearly as practicable) to the aggregate amount of Registrable Securities held by the Holders from time to time as permitted by Rule 415 under and the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form amount of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Parent Registrable Securities held by Parent, until such Holders have included in the underwriting all shares requested by such Holders until all such Registrable Securities have ceased to be Registrable Securitiesincluded, but only to the extent, Parent elects to participate in such underwritten offering pursuant to the Parent Registration Rights Agreement, and (iv) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders. As soon as practicable following Without the effective date consent of a Registration Statement filed pursuant to this subsection 2.1.1, but majority in any event within two (2) business days interest of such date, the Company shall notify the Holders of Registrable Securities participating in a registration referred to in Section 4(a), no securities other than Registrable Securities and Parent Registrable Securities shall be covered by such registration if the effectiveness inclusion of such Registration Statement. When effective, other securities would result in a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements reduction of the number of Registrable Securities Act and covered by such registration or included in any underwriting or if, in the Exchange Act and will not contain a Misstatementopinion of the managing underwriter, the inclusion of such other securities would adversely impact the marketing of such offering.

Initial Registration. The Company shall file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as As soon as practicable after the filing thereofreasonably practicable, but in no event later more than sixty thirty-one (6031) days following the filing deadline Closing Date (the “Effectiveness Deadline”); provided, except that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement thirty-first day falls on a day which is reviewed bynot a business day, on the next business day following the thirty-first day), Martek shall prepare and receives comments from, the Commission. The Registration Statement filed file with the Commission pursuant SEC (and such state securities commissions as may be necessary or appropriate to this subsection 2.1.1 shall be permit the registration of the Securities in all 50 states and the District of Columbia) a shelf registration statement on Form S-1 S-3 (a “or, if Martek is ineligible to use Form S-1”) or S-3, such other form of registration statement as is then available Martek deems appropriate) (the "Registration Statement") to effect the registration under the Securities Act and relevant state securities laws of the Securities in connection with (i) the disposition of the Common Shares and the shares received upon exercise of the Warrants by the Purchasers, from time to time in the open market, in one or more transactions (which may involve block transactions), in negotiated, underwritten, or other transactions or through a registration for resale combination of such Registrable Securitiesmethods of sale, covering at market prices prevailing at the time of sale, at prices relating to such Registrable Securitiesprevailing market prices or at negotiated prices, (ii) the disposition of the Warrants by the Purchasers from time to time in such manner, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities (iii) the issuance of the shares underlying the Warrants upon exercise of the Warrants by persons or entities that receive the Warrants upon transfer thereof pursuant to Rule 415 at any time beginning on the effective date for terms of such Registration StatementWarrants (the "Record Transferees"). A It is specifically acknowledged that the Registration Statement filed pursuant to this subsection 2.1.1 shall provide for may also cover Common Stock and Common Stock issuable upon exercise of certain other outstanding warrants issued under the resale pursuant to any method or combination of methods legally available to, and requested by, the HoldersPrior Agreement. The Company Martek shall use its commercially reasonable best efforts to cause a obtain effectiveness of the Registration Statement filed pursuant as soon as practicable. All expenses of Martek associated with the preparation of the Registration Statement and the filing thereof shall be borne by Martek, including the payment of any applicable listing fees. The Purchasers, and, as necessary, Record Transferees shall be responsible for fees and expenses of their own counsel and any commissions or underwriting discounts payable with respect to this subsection 2.1.1 to remain effectiveany resale of the Common Shares and/or shares underlying the Warrants. In connection with the Registration Statement, and to be supplemented and amended but subject to the extent limitations of Section 4(b) hereof, Martek will prepare and file with the SEC and any state securities commissions such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to ensure that keep such Registration Statement is available or, if not available, that another Registration Statement is available, for effective and to comply with the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements provisions of the Securities Act and Rule 415 thereunder with respect to the Exchange Act disposition of all the Securities and issuance of all shares underlying the Warrants to Record Transferees covered by such Registration Statement. Notwithstanding the foregoing, Martek will not contain only be required to maintain the effectiveness of the Registration Statement (i) with respect to the Securities registered thereunder for resale by the Purchasers, until the earlier of (a) such time as all of such Securities have been disposed of in accordance with the intended methods of disposition by the Purchasers set forth in such Registration Statement, (b) such date on which each of the Purchasers may dispose of all of the Securities held by it in one transaction in the open market pursuant to Rule 144(k) under the Securities Act, or (c) with respect to the Common Shares and Warrants, two years from the effective date of the Registration Statement, and with respect to the shares underlying the Warrants, two years from the date on which such shares are issued to a MisstatementPurchaser upon exercise of the Warrants; and (ii) with respect to the shares underlying the Warrants which are registered for issuance to Record Transferees, until the earlier of (a) the expiration of the Warrants in accordance with their terms or (b) the issuance of all of the shares underlying the Warrants pursuant to exercise of the Warrants. Martek shall furnish to each Purchaser such number of copies of the Registration Statement and of each amendment and supplement thereto, such number of copies of the prospectus included in such Registration Statement and such other related documents as such Purchaser may reasonably request in order to facilitate the disposition of the Securities by such Purchaser.

Initial Registration. The Company shall shall, as soon as practicable, but in no event later than thirty (30) calendar days after the consummation of the Merger, prepare and file or cause to be prepared and filed with the Commission, a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders (and certain other outstanding equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 2.3.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable possible after the initial filing thereof, but in no event later than sixty (60) business days following the filing deadline (the “Effectiveness Deadline”); Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 2.3.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 2.3.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders, including the registration of the distribution to its shareholders, partners, members or other affiliates. The Company agrees to provide in such a Registration Statement (and in any prospectus or prospectus supplement forming a part of such Registration Statement) that all assignees, successors or transferees under this Agreement shall, by virtue of such assignment, be deemed to be selling stockholders under the Registration Statement (or any such prospectus or prospectus supplement) with respect to such Registrable Securities. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 2.3.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 2.3.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a Misstatement.material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made)

Initial Registration. The Company shall agrees that it will file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Registerable Securities (the “Registration Statement under Statement”) as promptly as practicable following the Securities Act promptlyClosing Date, but and in any event within thirty (30) no later than the first business day to occur 30 calendar days following after the ClosingClosing Date, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such have the Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty the earlier of (60A) days the 90th calendar day (or 135th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the filing deadline date of the Registration Statement and (B) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness DeadlineDate”); provided. The Company agrees to cause such Registration Statement, or another shelf registration statement that includes the Effectiveness Deadline shall Registerable Securities, to remain effective until the earliest of (i) the date on which the Holders cease to hold any Registerable Securities covered by such Registration Statement, or (ii) on the first date on which each Holder is able to sell all of its Registerable Securities under Rule 144 without limitation as to the manner of sale or the amount of such securities that may be extended sold and without the requirement for the Company to ninety be in compliance with the current public information required under Rule 144(c)(1) (90) days after or Rule 144(i)(2), if applicable). If the filing deadline if Commission prevents the Company from including any or all of the Registerable Securities proposed to be registered for resale under the Registration Statement is reviewed by, and receives comments from, due to limitations on the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form use of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on of the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, Securities Act for the resale of the Company’s securities by the applicable stockholders or otherwise, (i) such Registration Statement shall register for resale such number of Company securities which is equal to the maximum number of Company securities as is permitted by the Commission, (ii) the number of Company securities to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and (iii) the Registrable Company shall promptly file another registration statement covering the offer and sale of the remaining Registerable Securities held by the Holders until all Holders. Any failure by the Company to file the Registration Statement by the required filing date or to effect such Registrable Securities have ceased Registration Statement by the Effectiveness Date shall not otherwise relieve the Company of its obligations to be Registrable Securitiesfile or effect the Registration Statement as set forth in this Section 4, provided that any delay in the filing date or Effectiveness Date that is not a breach of the Company’s obligations hereunder shall give rise to a corresponding extension of such deadline(s), as applicable, by an equal number of days. As soon The Company may amend the Registration Statement so as practicable following to convert the effective date of Registration Statement to a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of on Form S-3 at such date, time after the Company shall notify the Holders of the effectiveness of becomes eligible to use such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementForm S-3.

Initial Registration. The Company shall promptly, but in no event later than fifteen (15) Business Days after the date hereof, file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable after the filing thereof, but in no event later than the earlier of (i) sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to or ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission) and (ii) ten (10) Business Days after the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (the earlier of (i) and (ii), the “Effectiveness Deadline”). The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as reasonably practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days Business Days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a any Misstatement.

Initial Registration. The Subject to the terms herein, the Company shall file a Registration Statement under the Securities Act promptlywill, as soon as practicable but in any event within not later than thirty (30) days following the Closingfinal Closing (the thirtieth (30th) day following the final Closing is referred to as the "Initial Filing Date"; provided that in the event the Initial Filing Date shall fall within thirty (30) days of the due date of the Company's 10-KSB or 10-QSB, to permit then the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act Initial Filing Date shall be extended for thirty (or any successor or similar provision adopted by the Commission then in effect30) days (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later shall the Initial Filing Date be longer than sixty (60) days following the filing deadline final Closing), (1) file with the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the SEC a Registration Statement is reviewed by, and receives comments from, under the Commission. The Registration Statement filed with Act on the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other appropriate form of registration statement as is then available to effect a registration for resale of the Registrable Securities by the Holders and use its best efforts to have such Registration Statement declared effective by the SEC within one hundred and twenty (120) days of the final Closing (the "Effective Date"); and (2) cause such Registration Statement to remain effective (the "Registration Period") until the earlier of (i) such date as the holders of the Registrable Securities have completed the distribution described in such Registration Statement or (ii) at such time that all such shares have become eligible for sale pursuant to Rule 144(k) (or any successor thereto) under the Act. To the extent permissible, such Registration Statement also shall cover, to the extent allowable under the Act and the rules promulgated thereunder (including Rule 416 under the Act), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to such Registrable Securities, . If a Registration Statement covering such Registrable SecuritiesSecurities is not filed with the SEC on or prior to the Initial Filing Date, and then the Company shall contain pay to each Holder of Registrable Securities a Prospectus in cash payment equal to 1.0% of the aggregate purchase price paid by such form as to permit any Holder to sell for such Registrable Securities pursuant to Rule 415 at any time beginning on for each thirty (30) day period (or partial period, as the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for case may be) following the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure Initial Filing Date that such Registration Statement is available or, if not available, that another filed with the SEC. In the event the Registration Statement is available, for the resale of all covering the Registrable Securities held is not declared effective by the Holders until all such Registrable Securities have ceased SEC prior to be Registrable Securities. As soon as practicable following the effective date of a Effective Date and the Company has not responded to any comment letter received from the SEC in connection with the Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two thirty (230) business days of receipt of such dateletter, the Company shall notify pay each Holder of Registrable Securities a cash payment (in addition to any increase resulting from the failure to file the Registration Statement by the Initial Filing Date) equal to 1.0% of the aggregate purchase price paid by such Holder for such Registrable Securities for each thirty (30) day period (or partial period, as the case may be) following the Effective Date. In addition, after the SEC has declared such Registration Statement effective, in the event such Registration Statement does not remain effective (or the Holders of are unable to sell the effectiveness of Registrable Securities under such Registration Statement. When effective) for a total of 60 days during any 12 month period, then the Company shall pay each Holder of Registrable Securities a Registration Statement filed pursuant cash payment equal to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements 1.0% of the aggregate purchase price paid by such Holder for such Registrable Securities Act for each thirty (30) day period (or partial period, as the case may be) (or the Holders are unable to sell the Registrable Securities under such Registration Statement). The payments contemplated by this paragraph 5.2 shall be in partial compensation to the Holders, and shall not constitute the Holders' exclusive remedies for such events and the Exchange Act and will not contain a MisstatementHolders shall have the remedy of specific performance.

Initial Registration. The Company shall agrees that, within sixty (60) calendar days after the consummation of the Business Combination (the “Filing Deadline”), the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement (the “Registration Statement Statement”) under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders (and certain other outstanding equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 2.2.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than sixty the 60th calendar day (60or 90th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) days following the filing deadline Filing Deadline (the “Effectiveness DeadlineDate”); provided, that if the date of the Filing Deadline or the deadline for the Effectiveness Date falls on a Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline or the deadline for the Effectiveness Date, as applicable, shall be extended to ninety (90) days after the filing deadline if next Business Day on which the Commission is open for business; and provided, further, that the Company’s obligations to include the Registrable Securities in the Registration Statement is reviewed byare contingent upon the undersigned furnishing in writing to the Company such information regarding the undersigned, the securities of the Company held by the undersigned and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the Registration of the Registrable Securities, and receives comments from, shall execute such documents in connection with such Registration as the CommissionCompany may reasonably request that are customary of a selling stockholder in similar situations. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 2.2.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 2.2.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders, including the registration of the distribution to its shareholders, partners, members or other Affiliates. The Company agrees to provide in a Registration Statement (and in any Prospectus or Prospectus supplement forming a part of such Registration Statement) that all assignees, successors or transferees under this Agreement shall, by virtue of such assignment, be deemed to be selling stockholders under the Registration Statement (or any such Prospectus or Prospectus supplement) with respect to such Registrable Securities. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 2.2.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 2.2.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The (i) Parent shall prepare and file with the SEC as soon as reasonably practicable after the Closing a registration statement on Form S-3 (or Form S-1 if the Company shall file is not eligible to use Form S-3) (including amendments, supplements, pre- and post-effective amendments, all exhibits and all materials incorporated therein by reference, a “Registration Statement under Statement”) providing for the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on Holders of all of the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the CommissionRegistrable Securities. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended cover to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of allowable under the Securities Act and the Exchange rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Parent Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Parent shall use reasonable best efforts to cause the Registration Statement to become effective under the Securities Act not later than the 75th day following the date hereof, and will shall use commercially reasonable efforts to keep such Registration Statement continuously effective pursuant to the rules, regulations or instructions under the Securities Act applicable to such Registration Statement, for such period (as it may be extended pursuant to this Agreement, the “Effectiveness Period”) ending on the earlier of (x) the date following the second anniversary of the date hereof on which there shall remain fewer than 1,840,001 Registrable Securities and (y) the 30 month anniversary of the date hereof. (ii) To the extent Parent is then a well-known seasoned issuer as defined in Rule 405 under the Securities Act (a “WKSI”), the Registration Statement shall be an automatic shelf registration statement as defined in Rule 405 under the Securities Act (an “automatic shelf registration statement”) on Form S‑3. Parent shall use commercially reasonable efforts to remain a WKSI and not contain become an ineligible issuer (as defined in Rule 405 under the Securities Act) during the Effectiveness Period. If Parent does not pay the filing fee covering the Registrable Securities at the time the automatic shelf registration statement is filed, the Company shall pay such fee at such time or times as the Registrable Securities are to be sold. If at any time when Parent is required to re-evaluate its WKSI status, Parent determines that it is not a MisstatementWKSI, Parent shall use commercially reasonable efforts to re-file the Registration Statement on Form S‑3 or Form S-1 and keep such Registration Statement effective during the Effectiveness Period.

Initial Registration. The Company shall file a Registration Statement shelf registration statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under of the Securities Act (or any successor or similar provision adopted rule promulgated thereafter by the Commission then in effectCommission) (“Rule 415”) on Form S-1 (the terms “Form S-1 Shelf”) within forty five (45) days of the Closing Date covering the resale of all Registrable Securities on a delayed or continuous basis (a “Shelf Registration”), and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in thereafter and no event later than sixty the earlier of (60x) days the 90th calendar day (or 135th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the filing deadline date and (y) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. If, at any time the Company shall have qualified for the use of a Registration Statement on Form S-3 (the “Effectiveness DeadlineForm S-3 Shelf” and, together with the Form S-1 Shelf, each a “Shelf”); provided, that ) or any other form which permits incorporation of substantial information by reference to other documents filed by the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed Company with the Commission pursuant to this subsection 2.1.1 and at such time the Company has an outstanding Form S-l Shelf, then the Company shall be use its commercially reasonable efforts to, as soon as reasonably practical, convert such outstanding Form S-l Shelf into a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration StatementS-3 Shelf. A Registration Statement filed pursuant to this subsection 2.1.1 Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Holdersany Holder named therein. The Company shall use its commercially reasonable efforts to cause maintain the Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective and available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities, subject in each case to the provisions of this Agreement that permit the Company to suspend the use of the Registration Statement filed in the circumstances, and subject to the terms and conditions, set forth in those provisions. No filing of a Form S-1 Shelf or a Form S-3 Shelf, as applicable, pursuant to this subsection 2.1.1 Section 2.3 shall be counted as a Demand Registration effected pursuant to remain effectiveSection 2.1. Notwithstanding anything to the contrary herein, and to be supplemented and amended to the extent necessary there is an effective Shelf under this Section 2.3, covering a Holder’s or Holders’ Registrable Securities, such Holder or Holders shall not have rights to ensure make a Demand Registration with respect to Section 2.1. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this Section 2.3, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify for and wish to request an Underwritten Offering from such Shelf (a “Shelf Underwriting Request”), such Underwritten Offering shall follow the procedures and limitations of Section 2.1 (including Section 2.1.3 and Section 2.1.4) but such Underwritten Offering shall be made from the Shelf and shall count against the number of Demand Registrations that such Registration Statement may be made by the applicable Holder(s) pursuant to Section 2.1.1; provided that, in the event that the Underwritten Offering is available orbeing made from a Form S-3 Shelf, if not available, that another Registration Statement is available, (i) the period of time for the resale Company to notify all other Holders of Registrable Securities of the Company’s receipt of the applicable Demand Registration shall be reduced from ten (10) days (as set forth in Section 2.1.1) to two (2) Business Days and (ii) the period of time that the Holders have to respond to such notice shall be reduced from five (5) days (as set forth in Section 2.1.1) to three (3) Business Days. Notwithstanding anything to the contrary in Section 2.1.1 or this Section 2.3.1, the Company shall only be obligated to effect an Underwritten Offering pursuant to such Shelf Underwriting Request if such Underwritten Offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, (x) with a total offering price reasonably expected to exceed, in the aggregate, $5,000,000 or (y) that constitute all of the remaining Registrable Securities held by the Holders until all such Registrable Securities have ceased Demanding Holder ((x) or (y), as applicable, the “Minimum Takedown Threshold”). Notwithstanding anything to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to contrary in this subsection 2.1.1, but in any event within two (2) business days of such dateAgreement, the Company shall notify the Holders of the effectiveness of such may effect any Underwritten Offering pursuant to any then effective Registration Statement. When effective, including a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementForm S-3, that is then available for such offering.

Initial Registration. The Company shall shall, as soon as practicable, but in any event within forty five (45) days after the date hereof, file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection Section 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (i) sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to or ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission) and (ii) ten (10) business days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). The Registration Statement filed with the Commission pursuant to this subsection Section 2.1.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection Section 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection Section 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection Section 2.1.1, but in any event within two five (25) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection Section 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The 2.1 Subject to the conditions of this Section 2, the Company shall file a Registration Statement registration statement (the "Initial Registration") under the Securities Act promptly, but in any event within thirty (30) days following covering the Closingregistration of the Registrable Securities, to permit become effective within nine months of the public resale Closing (as such term is defined in the Purchase Agreement). The Company shall use best efforts to effect the registration under the Act of all the Registrable Securities held by the Holders from time as aforesaid. 2.2 If the Holders intend to time as permitted distribute the Registrable Securities by Rule 415 under means of an underwriting, they shall so advise the Securities Act (or any successor or similar provision adopted Company. The underwriter will be selected by the Commission Holders subject to the approval of the Company (not to be unreasonably withheld). In such event the right of any person to include securities in such registration shall be conditioned upon such person's participation in such underwriting and the inclusion of such person's securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the selected underwriter or underwriters. If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided that if by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum limitations imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in effect) (“Rule 415”) the registration, the right to include additional Registrable Securities on a pro rata basis based on the terms number of Registrable Securities held by all such Holders. 2.3 If the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and conditions specified the number of shares that may be included in this subsection 2.1.1 the underwriting shall be limited and shall use its commercially reasonable efforts be allocated, first, to cause the Holders with respect to their Registrable Securities and second (if any additional shares may be included), to any holders of other securities. Any Registrable Securities excluded or withdrawn from such Registration Statement underwriting shall be withdrawn from the registration. If the underwriter has not so limited the number of Registrable Securities to be declared effective underwritten, the Company may include securities for its own account or the account of others in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration will not thereby be or the price applicable to such included securities will not thereby be reduced. (i) The Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this section 2 prior to the date which is the month anniversary of the Closing. 2.4 Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) request or such other form requests of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

Initial Registration. The On or prior to the Initial Filing Date, the Company shall prepare and file a with the Commission the Initial Registration Statement providing for the resale of the Initial Registrable Securities. The Initial Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder). The Initial Registration Statement shall cover to the extent allowable under the Securities Act promptlyand the rules promulgated thereunder (including Rule 416), but in any event within thirty (30) days following such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Closing, to Initial Registrable Securities. To the extent the staff of the Commission does not permit the public resale registration of all of the Initial Registrable Securities for resale on the Initial Registration Statement, the Company shall reduce the number of Registrable Securities (reducing first on a 2.9 to 2.35 ratio basis between PEM and IGT (2.9 shares for PEM for every 2.35 shares for IGT) until the Registrable Securities to be registered on behalf of PEM have been reduced to 1,000,000, and thereafter reducing PEM and IGT on a pro rata basis in accordance with the number of Registrable Securities held by each (excluding the Holders from time to time as permitted numbers of Registrable Securities by Rule 415 which each has been reduced under the preceding clause) at the time the Registration Statement covering such initial number of Registrable Securities Act (or any successor increase or similar provision adopted decrease thereof is declared effective by the Commission then Commission, permitting PEM and IGT in effecteach case to select which of its particular Registrable Securities is the subject of the reduction) (“Rule 415”) so registered on the terms Initial Registration Statement to the maximum number of Registrable Securities that the staff of the Commission will permit to be registered on the Initial Registration Statement, and conditions specified will file one or more Additional Registration Statements on Form S-3 covering the excess shares, as described in this subsection 2.1.1 Section 2(b). The Company shall (i) not permit any securities other than the Initial Registrable Securities to be included in the Initial Registration Statement and shall (ii) use its commercially reasonable best efforts to cause such the Initial Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof, but in no any event later than sixty (60) days following prior to the filing deadline Effectiveness Date, and to keep such Initial Registration Statement continuously effective under the Securities Act for so long as the Initial Registrable Shares continue to be Registrable Securities (the “Effectiveness DeadlinePeriod”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a request that the effective time of the Initial Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to 4:00 p.m. Eastern Time on the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementEffectiveness Date.

Initial Registration. The Company shall shall, as soon as practicable, but in no event later than thirty (30) calendar days after the consummation of the Mergers, prepare and file or cause to be prepared and filed with the Commission, a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 2.3.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable possible after the initial filing thereof, but in no event later than (i) [sixty (60) )] business days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to [ninety (90) )] days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission) and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Deadline”). The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 2.3.1 shall be a shelf registration statement on Form S-1 F-3 (a “Form S-1F-3 Shelf”) or, if Form F-3 is not then available to the Company, on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 2.3.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders, including the registration of the distribution to its shareholders, partners, members or other affiliates. The Company agrees to provide in such a Registration Statement (and in any prospectus or prospectus supplement forming a part of such Registration Statement) that all assignees, successors or transferees under this Agreement shall, by virtue of such assignment, be deemed to be selling shareholders under the Registration Statement (or any such prospectus or prospectus supplement) with respect to such Registrable Securities. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 2.3.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 2.3.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. (a) The Company shall no later than the first date on which the Purchase Agreement is executed, file a with the Commission an amendment to its existing Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness DeadlineInitial Registration Statement”); provided, that ) providing for the Effectiveness Deadline shall be extended to ninety (90) days after registration of the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed Securities in connection with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 contemplated use of them under the Master Securities Loan Agreement. (a “Form S-1”b) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable best efforts to cause a the Initial Registration Statement filed pursuant to this subsection 2.1.1 become or be declared effective under the Act as promptly as practicable (but in no event more than (1) 30 calendar days after the Closing Date in the event the Initial Registration Statement is not reviewed by Commission or (2) 120 days if the Initial Registration Statement is reviewed by the Commission). (c) The Company shall use its reasonable best efforts to remain keep the Initial Registration Statement effective, and to be supplemented and amended as required by the Act, in order to permit the extent necessary Prospectus forming part thereof to ensure that such be usable by the Borrower from the date the Initial Registration Statement is available or, if not available, declared effective by the Commission until the earlier of (i) the date all of the Securities loaned to the Borrower pursuant to the initial loan under the Master Securities Loan Agreement have been disposed of by the Borrower and (ii) the date the Borrower notifies the Company that another the disposition of the Securities under the Initial Registration Statement is availablehas terminated. (d) The Company shall cause the Initial Registration Statement and the related Prospectus and any amendment or supplement thereto, for the resale as of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a the Initial Registration Statement filed pursuant or such amendment or supplement, (i) to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all the applicable requirements of the Securities Act Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the Exchange Act and will statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not contain a Misstatementmisleading.

Initial Registration. The (a) Subject to receipt of necessary information from the Investor Stockholders, the Company shall will, as soon as practical but in no event later than 60 days following (a) the date of any issuance of Series A Preferred Stock and (b) the date of notice to the Company of any acquisition of Common Stock then having a fair market value of at least $150,000 by the Investor Stockholders, prepare and file with the SEC a Registration Statement on Form S-1 or, if applicable, Form S-3, or any equivalent form for registration by small business issuers in accordance with the Securities Act, to permit a public offering and resale of the Registrable Securities then issued or underlying any then issued Shares or Warrants under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 on a continuous basis under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on . The Company acknowledges that the terms plan of distribution contemplated by such Registration Statement shall include offers and conditions specified in this subsection 2.1.1 sales through underwriters or agents, offers and sales directly to investors, block trades and such other methods of offer and sale as the Investor Stockholders shall request. The Company will use its commercially reasonable best efforts to cause such the Registration Statement to be declared effective as soon as practicable after by the filing thereof, but in no event later than sixty (60) SEC within 150 days following the filing deadline applicable date referred to in Section 3(a)(a) or (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90b) days after the filing deadline if the above. The Company will cause such Registration Statement is reviewed byto remain effective until such time as all of the shares of Common Stock designated thereunder are sold or the holders thereof are entitled to rely on Rule 144(k) for sales of Registrable Securities without registration under the Securities Act and without compliance with the public information, and receives comments fromsales volume, the Commissionmanner of sale or notice requirements of Rule 144(c), (e), (f) or (h). The Company will pay all Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf Expenses of each registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 this Section 3. The number of shares of Common Stock designated in the Registration Statement shall be equal to the sum of the number of shares of Common Stock (x) issuable upon (A) the conversion of the Shares then issued to the Investor Stockholders and (B) the exercise of the Warrants held by the Investor Stockholders and (y) issued to the Executives as of the time of the Initial Series A-1 Closing Date. The Company acknowledges that at any the time beginning the Company files the Registration Statement pursuant to this Section 3 the number of Registrable Securities issuable to the Investor Stockholders will not be fixed due to the antidilution and other provisions related to the Shares and Warrants ("Adjustment Provisions"). Accordingly, the Company agrees that it will register the number of shares of Common Stock issuable on conversion of the Shares and on the effective date for exercise of the Warrants held by the Investor Stockholders as of filing such Registration Statement. A The Company agrees that, thereafter, it will file, within a reasonable period of time after each issuance of Shares or Warrants to the Investor Stockholders such amendments and/or supplements to the Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available toStatement, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a such additional Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent Statements as are necessary in order to ensure that at least 100% of the number of shares of Common Stock issuable on conversion of such Registration Statement is available or, if not available, that another Registration Statement is available, for Shares and on the resale exercise of all the such Warrants and any other Registrable Securities then held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of Investor Stockholders are included in a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

Initial Registration. The Company shall shall, as promptly as reasonably practicable, but in no event later than fifteen (15) Business Days after the Closing (the “Filing Deadline”), use its commercially reasonable efforts to file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (a “Rule 415Shelf Registration Statement”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as soon promptly as reasonably practicable after the initial filing thereof, but in no event later than sixty the earlier of (60a) thirty (30) calendar days following the filing deadline (the “Effectiveness Filing Deadline”); , provided, that the Effectiveness Deadline shall be extended to ninety sixty (9060) calendar days after the filing deadline Filing Deadline if the Shelf Registration Statement is reviewed by, and the Company receives comments from, the Commission, and (b) the tenth (10th) Business Day after the date the Company is notified, orally or in writing, by the Commission that the Shelf Registration Statement will not be reviewed or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). The Shelf Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 S-3 (a “Form S-1”) S-3 Shelf”)5 or such other form of registration statement as is then available to effect a registration for sale or resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Shelf Registration Statement. A Shelf Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the sale or resale pursuant to any method or combination of methods legally available to, and requested in writing prior to effectiveness by, the Holdersmajority-in-interest of the Holders participating in such Registration, including the registration of the distribution to a Holder’s shareholders, partners, members or other affiliates. The Company shall use its commercially reasonable efforts to cause a Shelf Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Shelf Registration Statement is available or, if not available, that another Shelf Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to The Company’s obligations under this subsection 2.1.1, but in any event within two (2) business days shall, for the avoidance of such datedoubt, be subject to Section 3.4. 5 Note to Draft: this assumes the Company shall notify will be S-3 eligible upon the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementClosing.

Initial Registration. (a) The Company shall file a Registration Statement under on such form as the Company shall reasonably determine to be appropriate in respect of all of the Registrable Securities Act promptly, but in any event within thirty (30) days (the "Filing Date") following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 date hereof and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared become effective as soon as practicable after the filing thereofthereafter, but in no event later than sixty four (604) days months following the filing deadline date hereof (the “Effectiveness Deadline”"Effective Date"); provided. Subject to any Grace Period (as defined in Section 3(c) hereof), (b) Alternatively, in the event the Company reasonably expects that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, on Form S-3 (File No. 333-108144) (the Commission. The "Existing Registration Statement") shall be declared effective prior to the date that the Registration Statement filed with contemplated bySection 2(a) above is required to be declared effective, then the Commission pursuant Company shall use its reasonable best efforts to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 include all of the Registrable Securities in the Existing Registration Statement if consented to by Baystar (a “Form S-1”which consent the Company will use its reasonable best efforts to obtain) or such other form of registration statement as is then available to effect a registration for resale and if inclusion of such Registrable Securities, covering Securities would not otherwise unreasonably delay the effectiveness of the Existing Registration Statement. Any such Registrable Securities, Existing Registration Statement shall otherwise be subject to the same requirements and shall contain a Prospectus same Registration Period as any Registration Statement required to be filed in such form as accordance with Section 2(a). If the Company determines in good faith that it is unable to permit any Holder to sell such register all of the Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for Existing Registration Statement (but may register some of such securities pursuant to the Existing Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date), the Company shall so notify (the "Partial Registration Notice") the Holders as soon as practicable. The Partial Registration Notice shall set forth the number of Registrable Shares the Company will be able to include in the Existing Registration Statement, if any. Within three (3) days following receipt of such notice, the Holders shall notify the Holders Company as to whether it has elected to include that number of Registrable Securities covered by the effectiveness of Partial Registration Notice and the Company shall use reasonable best efforts to include such Registrable Securities in the Existing Registration Statement. When effective, a If less than all of the Registrable Securities are covered by the Existing Registration Statementor if the Existing Registration Statement is unlikely to be filed pursuant or declared effective prior to this subsection 2.1.1 (including the documents incorporated therein by referenceRegistration Statement required to be filed in accordance with Section 2(a) will comply as to form in above, then the Company shall register all material respects with all applicable requirements of the Registrable Securities Act and the Exchange Act and will not contain a Misstatementin accordance with Section 2(a) above.

Initial Registration. The Company shall file a Registration Statement under the Securities Act promptly, but in any event within thirty sixty (3060) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 Section 2.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty ninety (6090) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety one hundred (90120) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 Section 2.1 shall be a shelf registration statement on Form S-1 S-3 (a “Form S-1S-3”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 Section 2.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 Section 2.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1Section 2.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 Section 2.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

Initial Registration. The Company shall promptly, but in no event later than 45 days after the date hereof, file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable after the filing thereof, but in no event later than the earlier of (i) sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety or one hundred twenty (90120) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission) and (ii) fifteen (15) business days after the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as reasonably practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) five business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a any Misstatement.

Initial Registration. The No later than 45 days following the Closing Date, the Company shall prepare and file with the SEC (and such state securities commissions as may be necessary or appropriate to permit the registration of the Common Shares (and any other shares of Common Stock that the Company is required to register) in all 50 states and the District of Columbia) a registration statement on Form S-3 (or such other form as the Company deems appropriate) (the "Registration Statement Statement") to effect the registration under the Securities Act promptly, but and relevant state securities laws of the Common Shares in any event within thirty (30) days following connection with the Closing, to permit disposition of the public resale of all the Registrable Securities held Common Shares by the Holders Purchasers, from time to time as permitted by Rule 415 under in the Securities Act open market, in one or more transactions (which may involve block transactions), in negotiated, underwritten, or any successor other transactions or similar provision adopted by through a combination of such methods of sale, at market prices prevailing at the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and time of sale, at prices relating to such prevailing market prices or at negotiated prices. The Company shall use its commercially reasonable best efforts to cause such obtain effectiveness of the Registration Statement to be declared effective as soon as practicable after the filing thereofpracticable, but in no event later than sixty (60) 120 days following the filing deadline Closing Date (the “"Effectiveness Deadline”"); provided, that and shall notify the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if Purchasers promptly upon the Registration Statement is reviewed bybeing declared effective by the SEC. All expenses of the Company associated with the preparation of the Registration Statement and the filing thereof shall be borne by the Company, including the payment of any applicable listing, blue sky compliance and printing fees. The Purchasers shall be responsible for fees and expenses of their own counsel and any broker fees and commissions or underwriting discounts, and receives comments fromtransfer taxes, if any, payable with respect to any resale of the Common Shares. In connection with the Registration Statement, but subject to the limitations of Section 4(b) hereof, the Commission. The Company will prepare and file with the SEC and any state securities commissions such amendments and supplements to the Registration Statement filed with and the Commission pursuant to this subsection 2.1.1 shall prospectus used in connection therewith as may be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that keep such Registration Statement is available or, if not available, that another Registration Statement is available, for effective and to comply with the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements provisions of the Securities Act and Rule 415 thereunder with respect to the Exchange Act disposition of all the Common Shares covered by such Registration Statement. Notwithstanding the foregoing, the Company will only be required to maintain the effectiveness of the Registration Statement with respect to the Common Shares registered thereunder for resale by the Purchasers, until the earlier of (i) such time as all of such Common Shares have been disposed of in accordance with the intended methods of disposition by the Purchasers set forth in such Registration Statement, (ii) such date on which each of the Purchasers may dispose of all of the Common Shares held by it in one transaction in the open market pursuant to Rule 144(k) under the Securities Act, or (iii) two years from the effective date of the Registration Statement. The Company shall furnish to each Purchaser such number of copies of the Registration Statement and will not contain a Misstatementof each amendment and supplement thereto, such number of copies of the prospectus included in such Registration Statement and such other related documents as such Purchaser may reasonably request in order to facilitate the disposition of the Common Shares by such Purchaser.

Initial Registration. The (a) Subject to receipt of necessary information from the Pequot Stockholders, the Company shall will, as soon as practical but in no event later than 60 days following (a) the date hereof, (b) the date of any issuance of Series A Preferred Stock and (c) the date of notice to the Company of any acquisition of Common Stock then having a fair market value of at least $150,000 by the Pequot Stockholders, prepare and file with the SEC a Registration Statement on Form S-1 or, if applicable, Form S-3, or any equivalent form for registration by small business issuers in accordance with the Securities Act, to permit a public offering and resale of the Registrable Securities under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 on a continuous basis under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on . The Company acknowledges that the terms plan of distribution contemplated by such Registration Statement shall include offers and conditions specified in this subsection 2.1.1 sales through underwriters or agents, offers and sales directly to investors, block trades and such other methods of offer and sale as the Pequot Stockholders shall request. The Company will use its commercially reasonable best efforts to cause such the Registration Statement to be declared effective as soon as practicable after by the filing thereof, but in no event later than sixty (60) SEC within 150 days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the date hereof. The Company will cause such Registration Statement is reviewed byto remain effective until such time as all of the shares of Common Stock designated thereunder are sold or the holders thereof are entitled to rely on Rule 144(k) for sales of Registrable Securities without registration under the Securities Act and without compliance with the public information, and receives comments fromsales volume, the Commissionmanner of sale or notice requirements of Rule 144(c), (e), (f) or (h). The Company will pay all Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf Expenses of each registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on this Section 3. The number of shares of Common Stock designated in the effective date for such Registration Statement. A Registration Statement filed shall be equal to the sum of the number of shares of Common Stock (x) issuable upon (A) the conversion of the Series A Preferred Stock and (B) the exercise of the Warrants held by or issuable to the Pequot Stockholders and (c) issued to the Executives as the time of the Initial Closing. The Company acknowledges that at the time the Company files the Registration Statement pursuant to this subsection 2.1.1 shall provide for Section 3 the resale pursuant number of Registrable Securities issuable to any method or combination of methods legally available tothe Pequot Stockholders will not be fixed due to the pricing, antidilution and requested byother provisions related to the Shares and Warrants ("Adjustment Provisions"). Accordingly, the HoldersCompany agrees that it will register the number of shares of Common Stock issuable on conversion of the Series A Preferred Stock and on the exercise of the Warrants held by or issuable to the Pequot Stockholders as of the date hereof. The Company shall use its commercially agrees that, thereafter, it will file, within a reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale period of time after all of the Registrable Securities held by or issuable to the Holders until all Pequot Stockholders are not covered by such Registrable Securities have ceased Registration Statement (due to be Registrable Securities. As soon the effect of the Adjustment Provisions) such amendments and/or supplements to the Registration Statement, and such additional Registration Statements as practicable following are necessary in order to ensure that at least 100% of the effective date number of shares of Common Stock issuable on conversion of the Series A Preferred Stock and on the exercise of the Warrants held by or issuable to the Pequot Stockholders are included in a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

Initial Registration. The Subject to the terms herein, the Company shall will, as soon as practicable but not later than thirty (30) days following the Closing (the thirtieth (30th) day following the final Closing is referred to as the “Initial Filing Date”); (1) file with the SEC a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other appropriate form of registration statement as is then available to effect a registration for resale of the Registrable Securities by the Holders and use its best efforts to have such Registration Statement declared effective by the SEC within one hundred and fifty (150) days of the Closing (the “Effective Date”) and will cause an appropriate response to any comments on the form or content of the Registration Statement thereafter from the staff of the SEC to be submitted to the SEC within 30 days after receipt by the Company or its counsel of such comments; and (2) cause such Registration Statement to remain effective (the “Registration Period”) until the earlier of (i) such date as the holders of the Registrable Securities have completed the distribution described in such Registration Statement or (ii) at such time that all such shares have become eligible for sale pursuant to Rule 144(k) (or any successor thereto) under the Act. To the extent permissible, such Registration Statement also shall cover, to the extent allowable under the Act and the rules promulgated thereunder (including Rule 416 under the Act), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to such Registrable Securities, . If a Registration Statement covering such Registrable SecuritiesSecurities is not filed with the SEC on or prior to the Initial Filing Date, or if the Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the Effective Date, or if, at any time after the SEC has declared such Registration Statement effective, such Registration Statement is suspended (except during such periods as the Company has filed a post-effective amendment and as awaiting SEC clearance of same), then the Company shall contain pay each Holder of Registrable Securities a Prospectus in such form as payment equal to permit any Holder to sell 1.5% of the stated value of the Debentures convertible into such Registrable Securities pursuant (payable in cash or Common Stock as mutually agreed by the Investors and the Company prior to the Closing) for each thirty (30) day period (or partial period, as the case may be) following the applicable filing and effectiveness deadlines until such filing or effectiveness is achieved or resumed, provided, however, in the event that the Company receives comments from the SEC pertaining to Rule 415 at any time beginning and the reason for the delay of the registration statement being declared effective relates to Rule 415, then the Company will not be obligated to pay the Liquidated Damages; provided, further, the aggregate amount of the Liquidated Damages that shall be payable by the Company will not exceed nine months; provided, further, that the Company shall be obligated to file a subsequent registration statement if the SEC will not allow all the Underlying Securities to be registered on the effective date for such initial Registration Statement. A Up to 4,000,000 shares of Common Stock of the Company held by non-affiliates of the Company may be included in the initial Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the HoldersStatement. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale pay all costs of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatementregistration.

Initial Registration. (i) The Company shall prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities. The Initial Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). Such filing shall be made on or before the Target Filing Date. The Company shall use its best efforts to have such Initial Registration declared effective on or before the Target Effective Date and to keep the Initial Registration continuously effective under the Securities Act promptlyuntil the earlier to occur of the date that is 24 months from the effectiveness date of the Initial Registration (the "Initial Effectiveness Period") or the Registration Termination Date. (ii) If the Initial Registration or a Subsequent Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the occurrence of the Registration Termination Date with respect to the Registrable Securities covered thereby), but the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) 30 days following of such cessation of effectiveness file an amendment to the ClosingInitial Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional "shelf" Registration Statement pursuant to permit the public resale Rule 415 covering all of all the Registrable Securities held by (a) "Subsequent Registration"). If a Subsequent Registration is filed, the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and Company shall use its commercially reasonable best efforts to cause such the Subsequent Registration Statement to be declared effective as soon as practicable after such filing and to keep such Registration Statement continuously effective until the filing thereof, but in no event later than sixty (60) days following earlier to occur of the filing deadline (the “Effectiveness Deadline”); provided, that end of the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if Period or the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 Termination Date. (a “Form S-1”iii) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a supplement and amend the Shelf Registration Statement filed pursuant to this subsection 2.1.1 to remain effectiveif required by the rules, and to be supplemented and amended regulations or instructions applicable to the extent necessary to ensure that registration form used by the Company for such Registration Statement is available orShelf Registration, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held required by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementAct.

Initial Registration. The Company Parent shall prepare and file a Registration Statement under with the Securities Act promptlySEC within five (5) business days after the Closing (as defined in the Merger Agreement), but in any event within thirty (30) days following the Closing, to permit the public resale of and use all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared have become effective as soon as practicable after thereafter, a registration statement (a “Registration Statement”) on Form S-3 providing for the filing thereofresale from time to time on a delayed or continuous basis pursuant to Rule 415 by the Holders of all of the Registrable Securities issued pursuant to the Merger Agreement and containing (except if otherwise required pursuant to written comments received from the SEC upon a review of the Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder's written consent, provided that Parent shall not be deemed in breach of this Agreement with respect to any holder that does not provide such consent if the SEC does not permit the inclusion of such holder in the Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Parent shall not permit any securities other than the Registrable Securities to be included in the Registration Statement. The Registration Statement shall cover to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Parent Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Parent shall cause the Registration Statement to become effective under the 1933 Act as soon as possible, but in no event any case not later than sixty five (605) business days following after the filing deadline Closing, and shall keep such Registration Statement continuously effective pursuant to the rules, regulations or instructions under the 1933 Act applicable to the registration statement used by Parent for such Registration Statement, for such period (the “Effectiveness DeadlinePeriod”); provided, ) ending on the date that the Effectiveness Deadline shall be extended to ninety (90) days is one year after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) Effective Time or such other form shorter period ending when the Registrable Securities cease to meet the definition of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for Section 1.1(b) (such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested byperiod, the Holders. The Company shall use its commercially reasonable efforts to cause a “Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a MisstatementPeriod”).

Initial Registration. The (a) On or prior to the ninetieth (90th) day following the Closing Date, the Company shall prepare and file with the Commission a Registration Statement under covering the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all of the Registrable Securities held not already covered by an existing and effective Registration Statement 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 Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale of the Registrable Securities as a secondary offering), and, if the Company is a WKSI at the time of filing, shall be an Automatic Shelf Registration Statement, subject to the provisions of Section 2(e). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to, as promptly as practicable, (i) inform each of the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms thereof and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company and the Holders shall use good faith efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company and the Holders used good faith efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities of the Company to be declared effective as soon as practicable after included by any Person other than a Holder; second, the filing thereofCompany shall reduce or eliminate any securities of the Company to be included by any Affiliate of the Company; and third, but in no the Company shall reduce the number of Registrable Securities to be included by all other Holders on a pro rata basis based on the total number of unregistered Shares (calculated on an as-converted basis) held by such Holders, subject to a determination by the Commission that certain Holders must be reduced before other Holders based on the number of Shares held by such Holders. In the event later than sixty (60) days following the filing deadline (Company amends the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Initial Registration Statement is reviewed byor files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, and receives comments fromall Registrable Securities are not included in the Initial Registration Statement and/or the New Registration Statement, the Commission. The Registration Statement filed Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission pursuant or SEC Guidance provided to this subsection 2.1.1 shall be a shelf the Company or to registrants of securities in general, one additional registration statement on Form S-1 (a “Form S-1”) S-3 or such other form of registration statement as is then available to effect a registration register for resale of those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”). Notwithstanding anything to the contrary herein, under no circumstance shall the Company be obligated to file more than one Initial Registration Statement, one New Registration Statement (and only if such Registrable Securities, covering such Registrable SecuritiesNew Registration Statement is required), and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A one Remainder Registration Statement filed pursuant to this subsection 2.1.1 (and only if such Remainder Registration Statement is required). No Holder shall provide for the resale pursuant to be named as an “underwriter” in any method or combination of methods legally available to, and requested by, the Holders. Registration Statement without such Holder’s prior written consent. (b) The Company shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as reasonably practicable and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, no later than the Effectiveness Deadline, and shall use its commercially reasonable efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by non-affiliates without volume or manner of sale restrictions under Rule 144, without the requirement for the Company to be in compliance with the current public information requirements under Rule 144 (the “Effectiveness Period”). The Company shall request effectiveness of a Registration Statement filed pursuant as of 5:00 p.m. New York City time on a Trading Day. The Company shall as promptly as reasonably practicable notify the Holders via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the first Trading Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b). (c) Each Holder agrees to this subsection 2.1.1 to remain effective, and to be supplemented and amended furnish to the extent necessary to ensure that such Registration Statement is available or, if Company a completed Selling Stockholder Questionnaire not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable more than five (5) Trading Days following the effective date of this Agreement. At least five (5) Trading Days prior to the first anticipated filing date of a Registration Statement filed pursuant for any registration under this Agreement, the Company will notify each Holder of the information the Company requires from that Holder other than the information contained in the Selling Stockholder Questionnaire, if any, which shall be completed and delivered to this subsection 2.1.1the Company promptly upon request and, but in any event event, within two five (25) business days Trading Days prior to the applicable anticipated filing date. Each Holder further agrees that it shall not be entitled to be named as a selling securityholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such dateHolder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall notify be permitted to exclude such Holder from being a selling security holder in the Holders Registration Statement or any pre-effective or post-effective amendment thereto. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(c) will be used by the Company in the preparation of the effectiveness Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. When effective. (d) Notwithstanding anything to the contrary herein, (x) the Company shall be entitled to postpone the filing or effectiveness of, or suspend the use of, a Registration Statement filed pursuant if in the Company’s good faith belief such registration, offering or use would reasonably be expected to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form materially affect in all an adverse manner or materially interfere with any bona fide material respects with all applicable requirements financing of the Securities Act Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public and the Exchange Act premature disclosure of which would materially affect the Company in an adverse manner and (y) at any time after the Registration Statement has been declared effective by the Commission, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time is not, in the good faith judgment of the Company, in the best interests of the Company (a postponement or suspension as described in clause (x) and/or a delay described in clause (y), a “Grace Period”); provided, however, the Company shall promptly (i) notify the Holders in writing of the existence of the event or material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to the Holders) or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, (ii) use commercially reasonable efforts to terminate a Grace Period as promptly as practicable and (iii) notify the Holders in writing of the date on which the Grace Period ends; provided, further, that no single Grace Period shall exceed forty-five (45) consecutive days, and during any three hundred sixty-five (365) day period, the aggregate of all Grace Periods shall not contain exceed an aggregate of ninety (90) days (each Grace Period complying with this provision being an “Allowable Grace Period”). For purposes of determining the length of a MisstatementGrace Period, the Grace Period shall be deemed to begin on and include the date the Holders receive the notice referred to in clause (i) above and shall end on and include the later of the date the Holders receive the notice referred to in clause (iii) above and the date referred to in such notice; provided, however, that no Grace Period shall be longer than an Allowable Grace Period. (e) In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 promptly after such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

Initial Registration. (a) The Company shall file a Registration Statement under use its reasonable best efforts within fifteen (15) days after the Closing (as defined in the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereofPurchase Agreement), but in no event later than sixty thirty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (9030) days after the filing deadline if Closing, to prepare and file with the Commission an Initial Registration Statement is reviewed by, and receives comments from, covering the Commissionresale of 100% of the Initial Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed with the Commission pursuant to this subsection 2.1.1 hereunder shall be a shelf registration statement on Form S-1 (a “except if the Company is not then eligible to register for resale the Initial Registrable Securities on Form S-1”, in which case such registration shall be on another appropriate form in accordance herewith) or and shall contain substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Securityholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such other form Holder’s express prior written consent. Subject to the terms of registration statement this Agreement, the Company shall use its best efforts to cause the Initial Registration Statement filed under this Agreement to be declared effective under the Securities Act as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securitiespromptly as possible after the filing thereof, and shall contain a Prospectus in use its best efforts to keep such form as to permit any Holder to sell such Initial Registration Statement continuously effective under the Securities Act until the date that all Initial Registrable Securities covered by such Initial Registration Statement (i) have been sold, thereunder or pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to this subsection 2.1.1 shall provide Rule 144 and without the requirement for the resale Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to any method or combination of methods legally available toa written opinion letter to such effect, addressed and requested by, acceptable to the Transfer Agent and the affected Holders. The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders by e-mail of the effectiveness of the Initial Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Initial Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Initial Registration Statement, file a final Prospectus with the Commission as required by Rule 424. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Initial Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to cause a file amendments to the Initial Registration Statement filed pursuant to this subsection 2.1.1 to remain effectiveas required by the Commission, and covering the maximum number of Initial Registrable Securities permitted to be supplemented and amended registered by the Commission, on Form S-1 or such other form available to register for resale the extent necessary Initial Registrable Securities as a secondary offering; with respect to ensure that such Registration Statement is available orfiling on Form S-1 or other appropriate form; provided, if not availablehowever, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all prior to filing such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such dateamendment, the Company shall notify be obligated to use diligent efforts to advocate with the Holders Commission for the registration of all of the effectiveness of such Registration Statement. When effectiveInitial Registrable Securities in accordance with the SEC Guidance, a Registration Statement filed pursuant to this subsection 2.1.1 including without limitation, Compliance and Disclosure Interpretation 612.09. (including c) If Form S-1 is not available for the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements registration of the resale of Initial Registrable Securities Act and hereunder, the Exchange Act and will not contain a MisstatementCompany shall register the resale of the Initial Registrable Securities on another appropriate form.

Initial Registration. The Company shall shall, as soon as practicable, but in no event later than fifteen (15) Business Days after the Closing Date, use its reasonable best efforts to file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form S-1S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two one (21) business days Business Day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a Misstatementmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Initial Registration. The Company shall file Subject to certain limitations set forth elsewhere in this Agreement, (i) Purchaser shall, at Purchaser's own expense, file, as soon as practicable, but in no event (except as provided below) later than ten (10) days, after the later to occur of the date of the Closing Date or the date upon which Purchaser's Quarterly Report on Form 10-Q for the most recent quarter ending prior to the Closing Date is required to be filed, a Registration Statement under (the Securities Act promptly, but in any event within thirty (30"Initial Registration Statement") days following to provide for the Closing, to permit resale by the public resale Sellers of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 outstanding, and shall use its commercially reasonable efforts to cause such Registration Statement on Form S-3 to be declared become effective as soon promptly as reasonably practicable after the filing thereofthereafter, but in no event later than sixty and (60ii) days following the filing deadline within thirty (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (9030) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form issuance of registration statement as is then available to effect a registration for resale of such any additional Registrable Securities, covering Purchaser shall, at Purchaser's own expense, either amend the Initial Registration Statement or file an additional Registration Statement (such amendment or additional Registration Statement being referred to herein as an "Additional Registration Statement") to provide for the resale by the Sellers of such additional Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a such Additional Registration Statement filed to become effective as promptly as reasonably practicable thereafter. The offering made pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that any such Registration Statement is available orshall not be underwritten. Notwithstanding anything herein or in the Purchase Agreement, if not available, in the event that another Registration Statement is available, for the resale all of all the Registrable Securities held by a Seller can be sold by such Seller in a single three-month period in accordance with Rule 144 under the Holders until all Securities Act, Purchaser shall have no obligation to cause the shares of Purchaser Common Stock held by such Registrable Securities have ceased Seller to continue to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatementregistered.

Initial Registration. The (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement under covering the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all of the Registrable Securities held not already covered by an existing and effective Registration Statement 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 Company may reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to the Company to register for resale of the Registrable Securities as a secondary offering) subject to the provisions of Section 2(f) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section substantially in the form attached hereto as Annex A. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms thereof and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such file amendments to the Initial Registration Statement to be declared effective as soon as practicable after required by the filing thereof, but in no event later than sixty Commission and/or (60ii) days following withdraw the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Initial Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be file a shelf new registration statement on Form S-1 (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1”) S-3 or such other form of registration statement as is then available to effect a registration the Company to register for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such the Registrable Securities pursuant as a secondary offering; provided, however, that prior to Rule 415 at any time beginning on the effective date for filing such amendment or New Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall be obligated to use its commercially reasonable efforts to cause advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of Liquidated Damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other Common Shares permitted to be registered on a particular Registration Statement filed pursuant as a secondary offering (and notwithstanding that the Company used diligent efforts to this subsection 2.1.1 to remain effectiveadvocate with the Commission for the registration of all or a greater number of Registrable Securities), and the number of Registrable Securities or other Common Shares to be supplemented and amended to the extent necessary to ensure that registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the Common Shares to be included by any person other than a Holder; second, the Company shall reduce or eliminate any Common Shares to be included by any Affiliate of the Company (other than any Affiliate that is available ora Purchaser); and third, if not available, that another Registration Statement is available, for the resale Company shall reduce the number of Registrable Securities to be included by all other Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a determination by the Commission that certain Holders until all such must be reduced before other Holders based on the number of Registrable Securities have ceased to be Registrable Securitiesheld by such Holders. As soon as practicable following In the effective date of a event the Company amends the Initial Registration Statement filed pursuant to this subsection 2.1.1or files a New Registration Statement, but in any event within two as the case may be, under clauses (2i) business days of such dateor (ii) above, the Company shall notify will use its commercially reasonable efforts to file with the Holders Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the effectiveness of such Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement. When effective, a as amended, or the New Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply “Remainder Registration Statement”). No Holder shall be named as to form an “underwriter” in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatementany Registration Statement without such Holder’s prior written consent.

Initial Registration. The As promptly as reasonably practicable after the date hereof, the Company shall file with the Commission an initial registration statement (the “Initial Registration Statement”) on Form S-1, or any other appropriate form for which the Company then qualifies in the opinion of counsel for the Company) to cover: (i) an initial public offering of newly issued shares to be publicly offered by the Company; (ii) the public resale by the Holders of all of the Registrable Securities; and (iii) the public resale on behalf of any other shareholders of the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification, or compliance pursuant to this Section 3(a), or to keep such registration effective pursuant to Section 4, during any Blackout Period. Notwithstanding the foregoing, if, in the opinion of the underwriter for an initial public offering it is not advisable to include Registrable Securities in the Initial Registration Statement, the Company may omit Registrable Securities from the Initial Registration Statement; provided, however, that the Company shall thereafter (following the expiration of any market stand-off agreement) file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all include the Registrable Securities held (a “Reoffer Registration Statement”). The Initial Registration Statement or the Reoffer Registration Statement, as applicable, shall permit the registration for resale by the Holders from time of the Registrable Securities in accordance with the plan of distribution attached as Exhibit A hereto [NTD: to time as permitted by Rule 415 under be provided]; provided such methods are reasonably acceptable to the Securities Act (or any successor or similar provision adopted by underwriter of the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and Company’s initial public offering. The Company shall use its commercially reasonable best efforts to cause the Initial Registration Statement to be declared effective by the Commission under the Securities Act as promptly as is practicable, and to keep the Initial Registration Statement and any Registration Statement covering Registrable Securities that is filed in replacement of or in addition to the Initial Registration Statement after the SEC Effective Date (a “Subsequent Registration Statement”) continuously effective under the Securities Act for the term of this Agreement (i.e., a period of two years from the Effective Date), subject to the imposition of any Blackout Periods. If the Initial Registration Statement or any Subsequent Registration Statement ceases to be effective at any time during the term of this Agreement for any reason other than the imposition of a Blackout Period, then the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Initial Registration Statement or Subsequent Registration Statement and, in any event within 30 days of such cessation of effectiveness, amend the Initial Registration Statement or Subsequent Registration Statement in a manner reasonably expected to result in the withdrawal of the order suspending the effectiveness thereof or file an additional Subsequent Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities. If an additional Subsequent Registration Statement is filed pursuant to the preceding sentence, the Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission under the Securities Act as soon promptly as practicable possible after the such filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended and to ninety (90) days after the filing deadline if the keep such Registration Statement is reviewed by, and receives comments from, continuously effective during the Commission. The Registration Statement filed with the Commission pursuant to term of this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the HoldersAgreement. The Company shall use its commercially reasonable efforts to cause a supplement and amend the Initial Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended any Subsequent Registration to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held required by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and or any guidance promulgated by the Exchange Act and will not contain a MisstatementCommission.