Common use of Registration of Parent Common Stock Clause in Contracts

Registration of Parent Common Stock. The shares of Parent Common Stock to be issued in connection with the Earn-Out Payment (as defined in Section 2.5 hereof), if any, will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by reason of Section 4(2) thereof. So long as shares of Parent Common Stock having an aggregate value in excess of $1,000,000 are issued in connection with the Earn-Out Payment, Parent shall use commercially reasonable efforts to prepare and file as promptly as practicable, and, in any event, within 30 days following the Earn-Out Payment Date, a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) covering the resale of such shares of Parent Common Stock issued in connection with the Earn-Out Payment, and Parent shall use commercially reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable after filing; provided that Parent may (i) postpone (one-time only) filing of the Registration Statement for a period not to exceed 60 days if required in order for Parent to satisfy the SEC’s financial statement requirements for the Registration Statement and (ii) postpone (one-time only) effectiveness of the Registration Statement for a period not to exceed 60 days after the date it has been advised by the SEC that it has no further comments on the Registration Statement if the board of directors of Parent determines in good faith that such effectiveness would materially and adversely affect Parent. Notwithstanding the foregoing, Parent shall have no obligation to register any shares of Parent Common Stock under this Section 2.2 if (i) such shares are eligible for sale pursuant to Rule 144(k) of the Securities Act, or any successor rule, without any limitation as to volume or (ii) such shares have been publicly sold. Parent’s obligation in the preceding sentence to file the Registration Statement within 30 days is subject to the condition that the holders of Company Common Stock provide Parent promptly, but in no event more than five days after the Earn-Out Payment Date, all information relating to them requested by Parent for inclusion in the Registration Statement, and such obligation of Parent to file the Registration Statement shall be postponed to the extent of any delay in providing such information. Parent shall pay all costs and expenses incident to the performance of its obligations pursuant to this Section 2.2 (other than the costs of any advisors to the holders of Parent Common Stock). Parent shall indemnify and hold harmless each holder of the shares of Parent Common Stock to be registered pursuant to this Section 2.2 (and each of such holder’s officers, directors, agents, employees and each person controlling such holder) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) arising out of or based on any untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) and any prospectus contained therein (or amendment or supplement thereto), or based on any omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading (provided, however, that Parent will not be liable in any such case to the extent that (i) any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to Parent by an instrument duly executed by such holder and stated to be specifically for use therein), (ii) use of a prospectus during a period after Parent has notified the holders of Parent Common Stock in writing of the suspension of the use of such prospectus, (iii) failure of such holder to deliver a prospectus, as then amended or supplemented, as required by applicable laws; provided that Parent shall have delivered to such holder such prospectus, as then amended or supplemented, or (iv) any loss, liability, claim, damage or expense which, in the case of this clause (iv), is finally judicially determined to have resulted from the gross negligence, willful misconduct or bad faith of any such party seeking indemnification. Each holder of Parent Common Stock, severally, but not jointly, agrees to indemnify and hold harmless Parent, (and each of Parent’s officers, directors, agents, employees and each person controlling Parent) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) described in the indemnity described above but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such holder furnished to Parent by or on behalf of such holder expressly for use in the Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that no such holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In case any such action, claim, suit, investigation or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and to assume the defense thereof; provided, however, that in the event that any such action, claim, suit, investigation or proceeding includes both an indemnified party and the indemnifying party, and such indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or if the indemnifying party fails to assume the defense of the action, claim, suit, investigation or proceeding, in either case in a timely manner, then such indemnified party may employ separate counsel to represent or defend it in any such action, claim, suit, investigation or proceeding and the indemnifying party will pay the reasonable fees and disbursements of such counsel; provided, further, that the indemnifying party will not be required to pay the fees and disbursements of more than one counsel for all indemnified parties (and one separate local counsel). In any action, claim, suit, investigation or proceeding the defense of which the indemnifying party assumes, the indemnified party will have the right to participate in such litigation and to retain its own counsel at such indemnified party’s own expense. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 2.2 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party or (ii) be liable for any settlement of any such action effected without its prior written consent (which consent shall not be unreasonably withheld). If the indemnification provided for in this Section 2.2 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of Parent on the one hand and the holders on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative fault of Parent on the one hand and the holders on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by Parent, or by the holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission as well as any other relevant equitable considerations. In no event shall any holder of Parent Common Stock be liable pursuant to this Section 2.2 for an amount in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement, unless Parent is liable for such excess amount as a result of an untrue statement or omission based upon written information furnished to Parent by such holder and stated to be specifically for use in such Registration Statement.

Registration of Parent Common Stock. (a) As promptly as reasonably practicable (and in any event, within fifty days) following the date hereof, Parent shall prepare and file with the SEC a Registration Statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to PLMT’s shareholders at PLMT’s Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Parent Common Stock to be issued in connection the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”). PLMT will furnish to Parent the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Parent on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the Earn-Out Payment (as defined in Section 2.5 hereof), if any, will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by reason of Section 4(2) thereofSEC. So long as shares of Parent Common Stock having an aggregate value in excess of $1,000,000 are issued in connection with the Earn-Out Payment, Parent shall use commercially its reasonable best efforts to prepare have the Registration Statement declared effective by the SEC and file to keep the Registration Statement effective as promptly long as practicable, and, in any event, within 30 days following is necessary to consummate the Earn-Out Payment Date, a registration statement (Merger and the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) covering the resale of such shares transactions contemplated hereby. Each of Parent Common Stock issued in connection with the Earn-Out Payment, and Parent shall PLMT will use commercially their reasonable best efforts to cause the Registration Statement Proxy Statement/Prospectus to become effective be mailed to the PLMT shareholders as promptly as practicable after filing; provided that the Registration Statement is declared effective under the Securities Act. Parent may (i) postpone (one-will advise PLMT, promptly after it receives notice thereof, of the time only) filing when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or PLMT, or any of their respective affiliates, officers or directors, should be discovered by Parent or PLMT which should be set forth in an amendment or supplement to any of the Registration Statement for or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a period not material fact or omit to exceed 60 days if required state any material fact necessary to make the statements therein, in order for Parent to satisfy the SEC’s financial statement requirements for the Registration Statement and (ii) postpone (one-time only) effectiveness light of the Registration Statement for a period circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party hereto and, to exceed 60 days after the date it has been advised extent required by Law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Parent with the SEC and disseminated by the SEC that it has no further comments on Parties to their respective shareholders. (b) Parent shall also take any action required to be taken under any applicable state Securities Laws in connection with the Registration Statement if the board of directors Merger and each of Parent determines and PLMT shall furnish all information concerning it and the holders of PLMT Common Stock as may be reasonably requested in good faith that connection with any such effectiveness would materially and adversely affect Parent. Notwithstanding action. (c) Prior to the foregoingEffective Time, Parent shall have no obligation to register any shares of Parent Common Stock under this Section 2.2 if (i) take such shares are eligible for sale pursuant to Rule 144(k) of the Securities Act, or any successor rule, without any limitation action as to volume or (ii) such shares have been publicly sold. Parent’s obligation in the preceding sentence to file the Registration Statement within 30 days is subject to the condition that the holders of Company Common Stock provide Parent promptly, but in no event more than five days after the Earn-Out Payment Date, all information relating to them requested by Parent for inclusion in the Registration Statement, and such obligation of Parent to file the Registration Statement shall be postponed necessary to permit the extent of any delay in providing such information. Parent shall pay all costs and expenses incident to the performance of its obligations pursuant to this Section 2.2 (other than the costs of any advisors to the holders of Parent Common Stock). Parent shall indemnify and hold harmless each holder of the additional shares of Parent Common Stock to be registered pursuant to this Section 2.2 (and each issued by Parent in exchange for the shares of such holder’s officers, directors, agents, employees and each person controlling such holder) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) arising out of or based on any untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) and any prospectus contained therein (or amendment or supplement thereto), or based on any omission to state therein a material fact required PLMT Common Stock to be stated therein or necessary to make traded on the statements therein in light of the circumstances in primary exchange on which they were made not misleading (provided, however, that Parent will not be liable in any such case to the extent that (i) any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to Parent by an instrument duly executed by such holder and stated to be specifically for use therein), (ii) use of a prospectus during a period after Parent has notified the holders of Parent Common Stock in writing of the suspension of the use of such prospectus, (iii) failure of such holder to deliver a prospectus, as then amended or supplemented, as required by applicable laws; provided that Parent shall have delivered to such holder such prospectus, as then amended or supplemented, or (iv) any loss, liability, claim, damage or expense which, in the case of this clause (iv), is finally judicially determined to have resulted from the gross negligence, willful misconduct or bad faith of any such party seeking indemnification. Each holder of Parent Common Stock, severally, but not jointly, agrees to indemnify and hold harmless Parent, (and each of Parent’s officers, directors, agents, employees and each person controlling Parent) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) described in the indemnity described above but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such holder furnished to Parent by or on behalf of such holder expressly for use in the Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that no such holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In case any such action, claim, suit, investigation or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and to assume the defense thereof; provided, however, that in the event that any such action, claim, suit, investigation or proceeding includes both an indemnified party and the indemnifying party, and such indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or if the indemnifying party fails to assume the defense of the action, claim, suit, investigation or proceeding, in either case in a timely manner, then such indemnified party may employ separate counsel to represent or defend it in any such action, claim, suit, investigation or proceeding and the indemnifying party will pay the reasonable fees and disbursements of such counsel; provided, further, that the indemnifying party will not be required to pay the fees and disbursements of more than one counsel for all indemnified parties (and one separate local counsel). In any action, claim, suit, investigation or proceeding the defense of which the indemnifying party assumes, the indemnified party will have the right to participate in such litigation and to retain its own counsel at such indemnified party’s own expense. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 2.2 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party or (ii) be liable for any settlement of any such action effected without its prior written consent (which consent shall not be unreasonably withheld). If the indemnification provided for in this Section 2.2 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of Parent on the one hand and the holders on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative fault of Parent on the one hand and the holders on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by Parent, or by the holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission as well as any other relevant equitable considerations. In no event shall any holder of Parent Common Stock be liable pursuant to this Section 2.2 for an amount in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement, unless Parent is liable for such excess amount as a result of an untrue statement or omission based upon written information furnished to Parent by such holder and stated to be specifically for use in such Registration Statementlisted.

Registration of Parent Common Stock. (a) As promptly as reasonably practicable following the date hereof, Parent shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to Cornerstone’s shareholders at Cornerstone’s Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Parent Common Stock to be issued in connection the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”). Cornerstone will furnish to Parent the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Parent on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the Earn-Out Payment (as defined in Section 2.5 hereof), if any, will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by reason of Section 4(2) thereofSEC. So long as shares of Parent Common Stock having an aggregate value in excess of $1,000,000 are issued in connection with the Earn-Out Payment, Parent shall use commercially its reasonable best efforts to prepare have the Registration Statement declared effective by the SEC and file to keep the Registration Statement effective as promptly long as practicable, and, in any event, within 30 days following is necessary to consummate the Earn-Out Payment Date, a registration statement (Merger and the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) covering the resale of such shares of Parent Common Stock issued in connection with the Earn-Out Payment, and Parent shall transactions contemplated hereby. Cornerstone will use commercially its reasonable best efforts to cause the Registration Statement Proxy Statement/Prospectus to become effective be mailed to its shareholders as promptly as practicable after filing; provided that the Registration Statement is declared effective under the Securities Act. Parent may (i) postpone (one-will advise Cornerstone, promptly after it receives notice thereof, of the time only) filing when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or Cornerstone, or any of their respective affiliates, officers or directors, should be discovered by Parent or Cornerstone which should be set forth in an amendment or supplement to any of the Registration Statement for or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a period not material fact or omit to exceed 60 days if required state any material fact necessary to make the statements therein, in order for Parent to satisfy the SEC’s financial statement requirements for the Registration Statement and (ii) postpone (one-time only) effectiveness light of the Registration Statement for a period circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and, to exceed 60 days after the date it has been advised extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Parent with the SEC and disseminated by the SEC that it has no further comments on Parties to their respective shareholders. (b) Parent and Cornerstone shall also take any action required to be taken under any applicable state securities laws in connection with the Registration Statement if the board of directors Merger and each of Parent determines and Cornerstone shall furnish all information concerning it and the holders of Cornerstone Common Stock as may be reasonably requested in good faith that connection with any such effectiveness would materially and adversely affect Parent. Notwithstanding action. (c) Prior to the foregoingEffective Time, Parent shall have no obligation to register any shares of Parent Common notify The Nasdaq Stock under this Section 2.2 if (i) such shares are eligible for sale pursuant to Rule 144(k) Market of the Securities Act, or any successor rule, without any limitation as to volume or (ii) such shares have been publicly sold. Parent’s obligation in the preceding sentence to file the Registration Statement within 30 days is subject to the condition that the holders of Company Common Stock provide Parent promptly, but in no event more than five days after the Earn-Out Payment Date, all information relating to them requested by Parent for inclusion in the Registration Statement, and such obligation of Parent to file the Registration Statement shall be postponed to the extent of any delay in providing such information. Parent shall pay all costs and expenses incident to the performance of its obligations pursuant to this Section 2.2 (other than the costs of any advisors to the holders of Parent Common Stock). Parent shall indemnify and hold harmless each holder of the additional shares of Parent Common Stock to be registered pursuant to this Section 2.2 (and each issued by Parent in exchange for the shares of such holder’s officers, directors, agents, employees and each person controlling such holder) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) arising out of or based on any untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) and any prospectus contained therein (or amendment or supplement thereto), or based on any omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading (provided, however, that Parent will not be liable in any such case to the extent that (i) any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to Parent by an instrument duly executed by such holder and stated to be specifically for use therein), (ii) use of a prospectus during a period after Parent has notified the holders of Parent Common Stock in writing of the suspension of the use of such prospectus, (iii) failure of such holder to deliver a prospectus, as then amended or supplemented, as required by applicable laws; provided that Parent shall have delivered to such holder such prospectus, as then amended or supplemented, or (iv) any loss, liability, claim, damage or expense which, in the case of this clause (iv), is finally judicially determined to have resulted from the gross negligence, willful misconduct or bad faith of any such party seeking indemnification. Each holder of Parent Cornerstone Common Stock, severally, but not jointly, agrees to indemnify and hold harmless Parent, (and each of Parent’s officers, directors, agents, employees and each person controlling Parent) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) described in the indemnity described above but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such holder furnished to Parent by or on behalf of such holder expressly for use in the Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that no such holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In case any such action, claim, suit, investigation or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and to assume the defense thereof; provided, however, that in the event that any such action, claim, suit, investigation or proceeding includes both an indemnified party and the indemnifying party, and such indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or if the indemnifying party fails to assume the defense of the action, claim, suit, investigation or proceeding, in either case in a timely manner, then such indemnified party may employ separate counsel to represent or defend it in any such action, claim, suit, investigation or proceeding and the indemnifying party will pay the reasonable fees and disbursements of such counsel; provided, further, that the indemnifying party will not be required to pay the fees and disbursements of more than one counsel for all indemnified parties (and one separate local counsel). In any action, claim, suit, investigation or proceeding the defense of which the indemnifying party assumes, the indemnified party will have the right to participate in such litigation and to retain its own counsel at such indemnified party’s own expense. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 2.2 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party or (ii) be liable for any settlement of any such action effected without its prior written consent (which consent shall not be unreasonably withheld). If the indemnification provided for in this Section 2.2 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of Parent on the one hand and the holders on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative fault of Parent on the one hand and the holders on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by Parent, or by the holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission as well as any other relevant equitable considerations. In no event shall any holder of Parent Common Stock be liable pursuant to this Section 2.2 for an amount in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement, unless Parent is liable for such excess amount as a result of an untrue statement or omission based upon written information furnished to Parent by such holder and stated to be specifically for use in such Registration Statement.

Registration of Parent Common Stock. The (a) As promptly as reasonably practicable following the date hereof, Parent shall prepare and file with the SEC the Registration Statement, which shall include the Joint Proxy Statement/Prospectus and constitute the prospectus relating to the shares of Parent Common Stock to be issued in connection the Merger. BFTL will furnish to Parent the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Parent on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the Earn-Out Payment (as defined in Section 2.5 hereof), if any, will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by reason of Section 4(2) thereofSEC. So long as shares of Parent Common Stock having an aggregate value in excess of $1,000,000 are issued in connection with the Earn-Out Payment, Parent shall use commercially reasonable best efforts to prepare have the Registration Statement declared effective by the SEC and file to keep the Registration Statement effective as promptly long as practicable, and, in any event, within 30 days following is necessary to consummate the Earn-Out Payment Date, a registration statement (Merger and the “Registration Statement”) with the Securities transactions contemplated hereby. Parent and Exchange Commission (the “SEC”) covering the resale of such shares of Parent Common Stock issued in connection with the Earn-Out Payment, and Parent shall BFTL will use commercially their reasonable best efforts to cause the Registration Statement Joint Proxy Statement/Prospectus to become effective be mailed to their respective shareholders as promptly as practicable after filing; provided that the Registration Statement is declared effective under the Securities Act. Parent may (i) postpone (one-will advise BFTL, promptly after it receives notice thereof, of the time only) filing when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or BFTL, or any of their respective Affiliates, officers or directors, should be discovered by Parent or BFTL which should be set forth in an amendment or supplement to any of the Registration Statement for or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a period material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party hereto and, to exceed 60 days if the extent required in order for by Law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Parent with the SEC and disseminated by BFTL to its shareholders and by Parent to satisfy its shareholders. (b) Parent and BFTL shall also take any action required to be taken under any applicable state securities laws in connection with the SEC’s financial statement requirements for the Registration Statement Merger and (ii) postpone (one-time only) effectiveness of the Registration Statement for a period not to exceed 60 days after the date it has been advised by the SEC that it has no further comments on the Registration Statement if the board of directors each of Parent determines and BFTL shall furnish all information concerning it and the holders of BFTL Common Stock as may be reasonably requested in good faith that connection with any such effectiveness would materially and adversely affect Parent. Notwithstanding action. (c) Prior to the foregoingEffective Time, Parent shall have no obligation to register any shares of Parent Common notify The Nasdaq Stock under this Section 2.2 if (i) such shares are eligible for sale pursuant to Rule 144(k) Market of the Securities Act, or any successor rule, without any limitation as to volume or (ii) such shares have been publicly sold. Parent’s obligation in the preceding sentence to file the Registration Statement within 30 days is subject to the condition that the holders of Company Common Stock provide Parent promptly, but in no event more than five days after the Earn-Out Payment Date, all information relating to them requested by Parent for inclusion in the Registration Statement, and such obligation of Parent to file the Registration Statement shall be postponed to the extent of any delay in providing such information. Parent shall pay all costs and expenses incident to the performance of its obligations pursuant to this Section 2.2 (other than the costs of any advisors to the holders of Parent Common Stock). Parent shall indemnify and hold harmless each holder of the additional shares of Parent Common Stock to be registered pursuant to this Section 2.2 (and each of such holder’s officers, directors, agents, employees and each person controlling such holder) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) arising out of or based on any untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) and any prospectus contained therein (or amendment or supplement thereto), or based on any omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading (provided, however, that issued by Parent will not be liable in any such case to the extent that (i) any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to Parent by an instrument duly executed by such holder and stated to be specifically for use therein), (ii) use of a prospectus during a period after Parent has notified the holders of Parent Common Stock in writing of the suspension of the use of such prospectus, (iii) failure of such holder to deliver a prospectus, as then amended or supplemented, as required by applicable laws; provided that Parent shall have delivered to such holder such prospectus, as then amended or supplemented, or (iv) any loss, liability, claim, damage or expense which, in the case of this clause (iv), is finally judicially determined to have resulted from the gross negligence, willful misconduct or bad faith of any such party seeking indemnification. Each holder of Parent Common Stock, severally, but not jointly, agrees to indemnify and hold harmless Parent, (and each of Parent’s officers, directors, agents, employees and each person controlling Parent) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) described in the indemnity described above but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such holder furnished to Parent by or on behalf of such holder expressly for use in the Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that no such holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In case any such action, claim, suit, investigation or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and to assume the defense thereof; provided, however, that in the event that any such action, claim, suit, investigation or proceeding includes both an indemnified party and the indemnifying party, and such indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or if the indemnifying party fails to assume the defense of the action, claim, suit, investigation or proceeding, in either case in a timely manner, then such indemnified party may employ separate counsel to represent or defend it in any such action, claim, suit, investigation or proceeding and the indemnifying party will pay the reasonable fees and disbursements of such counsel; provided, further, that the indemnifying party will not be required to pay the fees and disbursements of more than one counsel for all indemnified parties (and one separate local counsel). In any action, claim, suit, investigation or proceeding the defense of which the indemnifying party assumes, the indemnified party will have the right to participate in such litigation and to retain its own counsel at such indemnified party’s own expense. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 2.2 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party or (ii) be liable for any settlement of any such action effected without its prior written consent (which consent shall not be unreasonably withheld). If the indemnification provided for in this Section 2.2 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of Parent on the one hand and the holders on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative fault of Parent on the one hand and the holders on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by Parent, or by the holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission as well as any other relevant equitable considerations. In no event shall any holder of Parent Common Stock be liable pursuant to this Section 2.2 for an amount in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement, unless Parent is liable for such excess amount as a result of an untrue statement or omission based upon written information furnished to Parent by such holder and stated to be specifically for use in such Registration StatementMerger.

Registration of Parent Common Stock. (a) As promptly as reasonably practicable following the date hereof, Parent and the Company shall prepare and file the Joint Proxy Statement with the SEC and Parent shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. The Company will furnish to Parent the information required to be included in the Form S-4 with respect to the Company’s business and affairs and shall have the right to review and consult with Parent and approve the form of, and any characterizations of such information included in, the Form S-4 prior to its, or any amendment or supplement thereto, being filed with the SEC. Parent and the Company shall each use their reasonable best efforts to have the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the First-Step Merger and the transactions contemplated hereby. The Company and Parent will cause the Joint Proxy Statement to be mailed to their respective stockholders as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the First-Step Merger for offering or sale in any jurisdiction, any comments on or correspondence related to the Joint Proxy Statement or the Form S-4 from the SEC, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed by Parent with the SEC and disseminated by the Company and Parent to their respective stockholders. (b) Parent shall also take any action required to be taken under any applicable state securities Laws in connection with the First-Step Merger and each of the Company and Parent shall furnish all information concerning it and the holders of Company Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Parent shall notify The Nasdaq Stock Market of the additional shares of Parent Common Stock to be issued by Parent in connection with the Earn-Out Payment (as defined in Section 2.5 hereof), if any, will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by reason of Section 4(2) thereof. So long as shares of Parent Common Stock having an aggregate value in excess of $1,000,000 are issued in connection with the Earn-Out Payment, Parent shall use commercially reasonable efforts to prepare and file as promptly as practicable, and, in any event, within 30 days following the Earn-Out Payment Date, a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) covering the resale of such shares of Parent Common Stock issued in connection with the Earn-Out Payment, and Parent shall use commercially reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable after filing; provided that Parent may (i) postpone (one-time only) filing of the Registration Statement for a period not to exceed 60 days if required in order for Parent to satisfy the SEC’s financial statement requirements exchange for the Registration Statement and (ii) postpone (one-time only) effectiveness of the Registration Statement for a period not to exceed 60 days after the date it has been advised by the SEC that it has no further comments on the Registration Statement if the board of directors of Parent determines in good faith that such effectiveness would materially and adversely affect Parent. Notwithstanding the foregoing, Parent shall have no obligation to register any shares of Parent Common Stock under this Section 2.2 if (i) such shares are eligible for sale pursuant to Rule 144(k) of the Securities Act, or any successor rule, without any limitation as to volume or (ii) such shares have been publicly sold. Parent’s obligation in the preceding sentence to file the Registration Statement within 30 days is subject to the condition that the holders of Company Common Stock provide Parent promptly, but in no event more than five days after the Earn-Out Payment Date, all information relating to them requested by Parent for inclusion in the Registration Statement, and such obligation of Parent to file the Registration Statement shall be postponed to the extent of any delay in providing such information. Parent shall pay all costs and expenses incident to the performance of its obligations pursuant to this Section 2.2 (other than the costs of any advisors to the holders of Parent Common Stock). Parent shall indemnify and hold harmless each holder of the shares of Parent Common Stock to be registered pursuant to this Section 2.2 (and each of such holder’s officers, directors, agents, employees and each person controlling such holder) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) arising out of or based on any untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) and any prospectus contained therein (or amendment or supplement thereto), or based on any omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading (provided, however, that Parent will not be liable in any such case to the extent that (i) any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to Parent by an instrument duly executed by such holder and stated to be specifically for use therein), (ii) use of a prospectus during a period after Parent has notified the holders of Parent Common Stock in writing of the suspension of the use of such prospectus, (iii) failure of such holder to deliver a prospectus, as then amended or supplemented, as required by applicable laws; provided that Parent shall have delivered to such holder such prospectus, as then amended or supplemented, or (iv) any loss, liability, claim, damage or expense which, in the case of this clause (iv), is finally judicially determined to have resulted from the gross negligence, willful misconduct or bad faith of any such party seeking indemnification. Each holder of Parent Common Stock, severally, but not jointly, agrees to indemnify and hold harmless Parent, (and each of Parent’s officers, directors, agents, employees and each person controlling Parent) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) described in the indemnity described above but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such holder furnished to Parent by or on behalf of such holder expressly for use in the Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that no such holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In case any such action, claim, suit, investigation or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and to assume the defense thereof; provided, however, that in the event that any such action, claim, suit, investigation or proceeding includes both an indemnified party and the indemnifying party, and such indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or if the indemnifying party fails to assume the defense of the action, claim, suit, investigation or proceeding, in either case in a timely manner, then such indemnified party may employ separate counsel to represent or defend it in any such action, claim, suit, investigation or proceeding and the indemnifying party will pay the reasonable fees and disbursements of such counsel; provided, further, that the indemnifying party will not be required to pay the fees and disbursements of more than one counsel for all indemnified parties (and one separate local counsel). In any action, claim, suit, investigation or proceeding the defense of which the indemnifying party assumes, the indemnified party will have the right to participate in such litigation and to retain its own counsel at such indemnified party’s own expense. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 2.2 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party or (ii) be liable for any settlement of any such action effected without its prior written consent (which consent shall not be unreasonably withheld). If the indemnification provided for in this Section 2.2 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of Parent on the one hand and the holders on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative fault of Parent on the one hand and the holders on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by Parent, or by the holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission as well as any other relevant equitable considerations. In no event shall any holder of Parent Common Stock be liable pursuant to this Section 2.2 for an amount in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement, unless Parent is liable for such excess amount as a result of an untrue statement or omission based upon written information furnished to Parent by such holder and stated to be specifically for use in such Registration Statement.

Registration of Parent Common Stock. The shares of Parent Common Stock to be issued in connection with the Earn-Out Payment (a) As soon as defined in Section 2.5 hereof), if any, will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by reason of Section 4(2) thereof. So long as shares of Parent Common Stock having an aggregate value in excess of $1,000,000 are issued in connection with the Earn-Out Paymentpracticable, Parent shall use commercially reasonable efforts to prepare and file as promptly as practicable, and, in any event, within 30 days following with the Earn-Out Payment Date, SEC a registration statement Registration Statement on Form S-3 (the “"Registration Statement”") with registering the Securities and Exchange Commission (Parent Shares for resale to the “SEC”) covering the resale of such shares of Parent Common Stock issued in connection with the Earn-Out Payment, and public. Parent shall use commercially reasonable its best efforts to cause the Registration Statement (i) to become effective as promptly soon as practicable after filing; provided the filing thereof (but in any event prior to the "Pooling Publication Date" (defined herein) and (ii) to remain effective so that such Parent Shares may (i) postpone (one-be offered and sold on a continuous or delayed basis in accordance with Rule 415 under the 1933 Act, until the earlier of one year after the Closing Date or such time only) filing as all of the Registration Statement Parent Shares have been sold by the Shareholders. (b) Based upon the written opinion of Parent's securities law counsel, Parent may, by written notice to the Shareholders, for a period not to exceed 60 days if required in order for Parent to satisfy the SEC’s financial statement requirements for days, suspend or withdraw the Registration Statement and require that the Shareholders cease sales of the Parent Shares thereunder, if (i) Parent is engaged in negotiations or preparations for any transaction that Parent desires to keep confidential for valid business reasons, and (ii) postpone (one-time only) effectiveness of the Registration Statement for a period not to exceed 60 days after the date it has been advised by the SEC that it has no further comments on the Registration Statement if the board of directors of Parent determines in good faith that such effectiveness would materially and adversely affect Parent. Notwithstanding the foregoing, public disclosure requirements imposed on Parent shall have no obligation to register any shares as a result of Parent Common Stock under this Section 2.2 if (i) such shares are eligible for sale pursuant to Rule 144(k) of the Securities Act, or any successor rule, without any limitation as to volume or (ii) such shares have been publicly sold. Parent’s obligation in the preceding sentence to file the Registration Statement within 30 days is subject to the condition would require public disclosure of such negotiations or preparations; provided, however, that the holders of Company Common Stock provide Parent promptly, but in no event may not exercise this right on more than five days after the Earn-Out Payment Date, all information relating one occasion. (c) Parent agrees to them requested by Parent for inclusion in the Registration Statement, and such obligation of Parent to file the Registration Statement shall be postponed to the extent of any delay in providing such information. Parent shall pay all costs and expenses incident to the performance of its obligations pursuant to this Section 2.2 (other than the costs of any advisors to the holders of Parent Common Stock). Parent shall indemnify and hold harmless each holder the Shareholders, and any broker or agent selling the Parent Shares on behalf of the shares of Parent Common Stock to be registered pursuant to this Section 2.2 (and each of such holder’s officersShareholders, directorsagainst any losses, agents, employees and each person controlling such holder) against all claims, damages or liabilities to which any such person may become subject under the 1933 Act, or otherwise, insofar as such losses, claims, damages and or liabilities (including reimbursement of legal expenses) arising out of arise from any untrue statement or based on any alleged untrue statement of a material fact contained in the Registration Statement (or prospectus included therein, or any amendment thereto) and any prospectus contained therein (or amendment or supplement thereto)supplemental filings, or other documents, incident to the Registration Statement, or arise out of or are based on any upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading (providedexcept insofar as such losses, howeverclaims, that Parent will not be liable in any such case to the extent that (i) any such claim, loss, damage, liability damages or expense arises liabilities arise out of or is based on any untrue statement or omission are based upon written information furnished to Parent by an instrument duly executed by such holder and stated to be specifically for use therein), (ii) use of a prospectus during a period after Parent has notified the holders of Parent Common Stock in writing of the suspension of the use of such prospectus, (iii) failure of such holder to deliver a prospectus, as then amended or supplemented, as required by applicable laws; provided that Parent shall have delivered to such holder such prospectus, as then amended or supplemented, or (iv) any loss, liability, claim, damage or expense which, in the case of this clause (iv), is finally judicially determined to have resulted from the gross negligence, willful misconduct or bad faith of any such party seeking indemnification. Each holder of Parent Common Stock, severally, but not jointly, agrees to indemnify and hold harmless Parent, (and each of Parent’s officers, directors, agents, employees and each person controlling Parent) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) described in the indemnity described above but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such holder furnished to Parent by or on behalf of such holder expressly the Shareholders specifically for use in such registration statement or prospectus). (d) Parent shall bear all expenses of the Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that no such holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought filed hereunder, but failure to so notify an indemnifying party which shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof include, without limitation, all registration and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In case any such action, claim, suit, investigation or proceeding shall be brought against any indemnified party filing fees and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and to assume the defense thereof; provided, however, that in the event that any such action, claim, suit, investigation or proceeding includes both an indemnified party and the indemnifying party, and such indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or if the indemnifying party fails to assume the defense of the action, claim, suit, investigation or proceeding, in either case in a timely manner, then such indemnified party may employ separate counsel to represent or defend it in any such action, claim, suit, investigation or proceeding and the indemnifying party will pay the reasonable fees and disbursements of such counselcounsel and accountants for Parent; provided, further, that the indemnifying party will not be required to pay the fees and disbursements of more than one counsel for all indemnified parties (and one separate local counsel). In any action, claim, suit, investigation or proceeding the defense of but which the indemnifying party assumes, the indemnified party will have the right to participate in such litigation and to retain its own counsel at such indemnified party’s own expense. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle include any selling commissions or compromise underwriting discounts or consent to stock transfer taxes for the entry Shareholders or their brokers or underwriters or of any judgment with respect to any litigation, counsel or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 2.2 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party or (ii) be liable for any settlement of any such action effected without its prior written consent (which consent shall not be unreasonably withheld). If the indemnification provided for in this Section 2.2 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of Parent on the one hand and the holders on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative fault of Parent on the one hand and the holders on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by Parent, or accountants retained by the holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission as well as any other relevant equitable considerations. In no event shall any holder of Parent Common Stock be liable pursuant to this Section 2.2 for an amount in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement, unless Parent is liable for such excess amount as a result of an untrue statement or omission based upon written information furnished to Parent by such holder and stated to be specifically for use in such Registration StatementShareholders.

Registration of Parent Common Stock. The (a) Within thirty (30) calendar days after the Closing Date, the Parent shall file with the SEC, a registration statement on Form S-3 (or any successor short form registration involving a similar amount of disclosure; or if then ineligible to use any such form, then any other available form of registration statement, the “Initial Registration Statement”) for a public offering of all the Parent Common Stock comprising the Initial Parent Stock Consideration then outstanding and held by the former Company Stockholders to be made on a continuous basis pursuant to Rule 415 of the Securities Act; and which may also include any contingent shares of Parent Common Stock to which may be issued to the former Company Stockholders in connection with the Earn-Out Payment payment of Contingent Clinical Milestone Consideration or Contingent Revenue Milestone Consideration. Within thirty (as defined in Section 2.5 hereof), if any, will be issued in a transaction exempt from registration under 30) calendar days after the Securities Act date of 1933, as amended (the “Securities Act”), by reason each issuance of Section 4(2) thereof. So long as shares of Parent Common Stock having an aggregate value in excess of $1,000,000 are issued in connection comprising the AHA Abstract Stock Consideration, the Major Medical Journal Stock Consideration, the Additional Major Medical Journal Stock Consideration, the 2004 Abstracts Stock Consideration, the FY 2005 Revenue Milestone Stock Consideration, the FY 2006 Revenue Milestone Stock Consideration, or the FY 2007 Revenue Milestone Stock Consideration, the Parent shall file with the Earn-Out Payment, Parent shall use commercially reasonable efforts to prepare and file as promptly as practicable, and, in any event, within 30 days following the Earn-Out Payment DateSEC, a registration statement on Form S-3 (or any successor short form registration involving a similar amount of disclosure; or if then ineligible to use any such form, then any other available form of registration statement (each, an “Additional Registration Statement” and together with the Initial Registration Statement, the “Registration StatementStatements”) with the Securities and Exchange Commission (the “SEC”) covering the resale for a public offering of all such shares of Parent Common Stock issued in connection with then outstanding and held by the Earn-Out Paymentformer Company Stockholders to be made on a continuous basis pursuant to Rule 415 of the Securities Act, and except to the extent that such contingent shares of Parent shall Common Stock have previously been registered under the Initial Registration Statement. The Parent will use its commercially reasonable best efforts to to: (i) cause the Initial Registration Statement and any Additional Registration Statement to become effective (subject to review of such Registration Statements by the SEC) within ninety (90) calendar days after its date of filing, and to remain continuously effective until the earlier of (A) two years after the Closing Date, in the case of the Initial Registration Statement, or two years after the applicable date of issuance, in the case of an Additional Registration Statement, or (B) such time as promptly all of the Parent Common Stock held by the former Company Stockholders may be sold pursuant to Rule 144 promulgated under the Securities Act on a single day; (ii) file such amendments or supplements as practicable after filingmay be necessary so that the prospectus contained in the Initial Registration Statement or any Additional Registration Statement may be delivered by any selling shareholder to purchasers of the Parent Common Stock in accordance with applicable law; provided and (iii) effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualification under applicable state securities or “blue sky” laws and compliance with any other applicable governmental requirements or regulations) as any selling stockholder may reasonably request and that would permit or facilitate the sale of his, her or its shares of Parent may Common Stock; provided, however, that the Parent will not be required to (i) postpone qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it is not otherwise qualified but for this Agreement or (one-time onlyii) filing take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. Upon written notice to the selling stockholders listed therein, the Parent may, not more often than two (2) times during any fiscal year, suspend use of the Registration Statement for a period of up to thirty (30) calendar days (the “Suspension Right”); provided, that the Parent shall not be entitled to exceed 60 days if required in order invoke the Suspension Right unless such right or an equivalent restriction has been imposed on, and is then applicable to, all of the Parent’s executive officers, directors and other holders of Parent Common Stock that are registered for Parent to satisfy resale under the SEC’s financial statement requirements for Securities Act. (b) As soon as practicable following the effectiveness of the Initial Registration Statement and (ii) postpone (one-time only) effectiveness each Additional Registration Statement, the Parent will furnish to each former Company Stockholder such number of copies of the prospectus contained in the applicable Registration Statement for a period not and any amendment or supplement thereto as such holder may reasonably request in order to exceed 60 days after facilitate the date it has been advised by the SEC that it has no further comments on the Registration Statement if the board offering and sale of directors of Parent determines in good faith that such effectiveness would materially and adversely affect Parent. Notwithstanding the foregoinghis, Parent shall have no obligation to register any her or its shares of Parent Common Stock under this Section 2.2 if Stock. (ic) such shares are eligible for sale pursuant to Rule 144(k) of Following the Securities Act, or any successor rule, without any limitation as to volume or (ii) such shares have been publicly sold. Parent’s obligation in date on which the preceding sentence to file the Initial Registration Statement within 30 days is subject to the condition that the holders of Company Common Stock provide Parent promptly, but in no event more than five days after the Earn-Out Payment Date, all information relating to them requested by Parent for inclusion in the Registration Statement, and such obligation of Parent to file the or an Additional Registration Statement shall be postponed to is first declared effective, the extent of any delay in providing such information. Parent shall pay all costs and expenses incident to the performance of its obligations pursuant to this Section 2.2 (other than the costs of any advisors to the holders of Parent Common Stock). Parent shall indemnify and hold harmless each holder of the shares of Parent Common Stock subject to such Registration Statement will be registered permitted to offer and sell such shares in the manner described in such Registration Statement, provided that such Registration Statement remains effective and has not been suspended. (d) The Company and the former Company Stockholders covenant and agree that they shall provide to the Parent on a timely basis such consents, representations and information and execute such documents as may reasonably be required by the Parent in connection with the Initial Registration Statement and any Additional Registration Statement. (e) The Parent shall pay all expenses of registration of the Parent Common Stock pursuant to this Section 2.2 including, without limitation, printing expenses (including a reasonable number of prospectuses for circulation by the selling stockholders), legal fees and disbursements of counsel for the Parent, “blue sky” expenses, accounting fees and filing fees, but shall not include underwriting or brokerage commissions or similar charges, or any legal fees and disbursements of counsel for the selling stockholders. (f) To the extent permitted by law, the Parent will indemnify and hold harmless each of former Company Stockholder, any underwriter (as defined in the Securities Act) for such holder’s stockholder, its officers, directors, agents, employees stockholders or partners and each person controlling person, if any, who controls such holder) stockholder within the meaning of the Securities Act or Exchange Act, against all claimsany costs or expenses (including attorney’s fees), judgments, fines, losses, damages and claims, damages, liabilities or amounts paid in settlement, joint or several, to which any of them may become subject under the Securities Act, the Exchange Act, other federal or state law or otherwise, insofar as such costs or expenses (including reimbursement of legal expensesattorney’s fees), judgments, fines, losses, claims, damages liabilities or amounts paid in settlement (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (collectively, a “Violation”): (i) any untrue or alleged untrue statement of a any material fact contained or expressly incorporated by reference in the any Registration Statement (Statement, including any preliminary prospectus or any amendment thereto) and any final prospectus contained therein (or any amendment or supplement thereto), ; (ii) the omission or based on any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light not misleading; and (iii) any violation or alleged violation by the Parent of the circumstances Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and the Parent will reimburse each such former Company Stockholder (and its officers, directors, stockholders or partners), underwriter and controlling person for any legal or other expenses reasonably incurred by any of them in which they were made not misleading (connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 11.3(f) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Parent will (which consent shall not be unreasonably withheld) nor shall the Parent be liable in any such case to the extent that (i) for any such loss, claim, loss, damage, liability or expense action to the extent that it arises out of or is based on any untrue statement or omission based upon written information furnished to Parent by an instrument duly executed by such holder and stated to be specifically for use therein), (ii) use of a prospectus during a period after Parent has notified the holders of Parent Common Stock in writing of the suspension of the use of such prospectus, (iii) failure of such holder to deliver a prospectus, as then amended or supplemented, as required by applicable laws; provided that Parent shall have delivered to such holder such prospectus, as then amended or supplemented, or (iv) any loss, liability, claim, damage or expense which, in the case of this clause (iv), is finally judicially determined to have resulted from the gross negligence, willful misconduct or bad faith of any such party seeking indemnification. Each holder of Parent Common Stock, severally, but not jointly, agrees to indemnify and hold harmless Parent, (and each of Parent’s officers, directors, agents, employees and each person controlling Parent) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) described in the indemnity described above but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any prospectus included therein (or any amendment or supplement thereto) Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with respect the Registration Statement by any such former Company Stockholder or any person controlling such stockholder. (g) To the extent permitted by law, each selling stockholder will, severally and not jointly, indemnify and hold harmless the Parent, its directors, its officers who have signed the applicable Registration Statement and each person, if any, who controls the Parent within the meaning of the Securities Act, any other former Company Stockholder selling securities pursuant to such holder furnished to Parent by or on behalf the applicable Registration Statement and any controlling person of such holder other stockholder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent, but only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished by such stockholder expressly for use in the applicable Registration Statement (Statement; and each such stockholder will reimburse any legal or other expenses reasonably incurred by the Parent or any amendment thereto) such director, officer and controlling person in connection with investigating or such prospectus (or any amendment or supplement thereto); provided, however, that no such holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In case defending any such actionloss, claim, suitdamage, investigation liability or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and to assume the defense thereof; provided, however, that in the event that any such action, claim, suit, investigation or proceeding includes both an indemnified party and the indemnifying party, and such indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or if the indemnifying party fails to assume the defense of the action, claim, suit, investigation or proceeding, in either case in a timely manner, then such indemnified party may employ separate counsel to represent or defend it in any such action, claim, suit, investigation or proceeding and the indemnifying party will pay the reasonable fees and disbursements of such counsel; provided, further, . It is agreed that the indemnifying party will not be required to pay the fees and disbursements of more than one counsel for all indemnified parties (and one separate local counsel). In any action, claim, suit, investigation or proceeding the defense of which the indemnifying party assumes, the indemnified party will have the right to participate indemnity agreement contained in such litigation and to retain its own counsel at such indemnified party’s own expense. No indemnifying party shall (ithis Section 11.3(g) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent apply to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever amounts paid in respect of which indemnification or contribution could be sought under this Section 2.2 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party or (ii) be liable for any settlement of any such loss, claim, damage, liability or action if such settlement is effected without its prior written the consent of the indemnifying party (which consent shall not be unreasonably withheld). The aggregate indemnification liability of each selling stockholder under this Section 11.3(g) shall not exceed the net proceeds received by such stockholder in connection with his, her or its sale of shares of Parent Common Stock pursuant to the applicable Registration Statement. (h) If the indemnification provided for in this Section 2.2 Sections 11.3(f) and 11.3(g) hereof is for any reason unavailable to or insufficient a person entitled to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to thereinindemnification hereunder, then each person that would have been an indemnifying party shall contribute to the aggregate amount hereunder will, in lieu of such losses, liabilities, claims, damages and expenses incurred by indemnifying such indemnified party, as incurred, contribute to the amount paid or payable by such indemnified person for which indemnification is provided herein in such proportion as is appropriate to reflect the relative fault of Parent on the one hand indemnifying party and the holders on the other hand such indemnified party, respectively, in connection with the statements or omissions which resulted in such the costs or expenses (including attorney’s fees), judgments, fines, losses, liabilities, claims, damages damages, liabilities or expensesamounts paid in settlement underlying such indemnification obligations, as well as any other relevant equitable considerations. The relative Relative fault of Parent on the one hand and the holders on the other hand shall will be determined by reference to, among other things, whether any such the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Parent, the indemnifying party or by the holders such indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission as well as any other relevant omission. The Parent and the former Company Stockholders agree that it would not be just and equitable considerations. In no event shall any holder of Parent Common Stock be liable if contribution pursuant to this Section 2.2 for an amount in excess 11.3(h) were determined by pro rata allocation or by any other method of allocation that does not take account of the amount equitable considerations referred to above in this Section 11.3(h). No person guilty of net proceeds received fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (i) Promptly after receipt by a party indemnified under this Section 11.3 of notice of the commencement of any action, such holder indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 11.3, notify the indemnifying party in writing of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however that if the defendants in any such action include both the indemnified party and the indemnifying party and, under applicable standards of professional conduct, a conflict on any significant issue between the positions of the indemnified party and the indemnifying party exists, the indemnified party or parties shall have the right to select one separate law firm, at the indemnifying party’s or parties’ expense, to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. The failure to notify any indemnifying party promptly of the commencement of any such action, shall not relieve such indemnifying party of any liability to the indemnified party under this Section 11.3, except to the extent that such indemnifying party is actually prejudiced thereby. No indemnifying party, in the defense of any such claim or litigation, shall (except with the consent of each indemnified party) consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim or litigation resulting therefrom. (j) Upon the advice of counsel of the Parent that the offer and sale of Parent Common Stock pursuant to the Stockholders in connection with the Initial Merger Consideration, the Contingent Clinical Milestone Consideration, or the Contingent Revenue Milestone Consideration, will not qualify for a private placement exemption from the Securities Act, the Parent may elect to file with the SEC, a registration statement on Form S-4 (such Registration Statementregistration statement, unless together with any amendments or supplements thereto, the “Form S-4”), and such Form S-4 shall be declared effective prior to the applicable issuance and distribution of Parent is liable for Common Stock to the Stockholders. The Parent agrees to use its commercially reasonable efforts to cause such excess amount as a result of an untrue Form S-4 registration statement or omission based upon written information furnished to Parent by such holder and stated to be specifically for use in such Registration Statementdeclared effective at the time the Parent Common Stock registered thereby is otherwise payable to the Stockholders under this Agreement.

Registration of Parent Common Stock. (a) The parties hereto shall cooperate with each other and shall use their reasonable best efforts to prepare and file within forty-five (45) days after the date hereof the Proxy Statement and the Form S-4 with the SEC in which the Proxy Statement will be included as a prospectus. The Company will furnish to Parent the information required to be included in the Form S-4 with respect to the Company’s business and affairs and shall have the right to review and consult with Parent and approve the form of, and any characterizations of such information included in, the Form S-4 prior to its, or any amendment or supplement thereto, being filed with the SEC. Parent and the Company shall each use their reasonable best efforts to have the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, any comments on or correspondence related to the Proxy Statement or the Form S-4 from the SEC, or any request by the SEC for amendment of the Proxy Statement or the Form S-4. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed by Parent with the SEC and disseminated by the Company to its stockholders. (b) Parent shall also take any action required to be taken under any applicable state securities Laws in connection with the Merger and each of the Company and Parent shall furnish all information concerning it and the holders of Company Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Parent shall notify The Nasdaq Stock Market of the additional shares of Parent Common Stock to be issued by Parent in connection with the Earn-Out Payment (as defined in Section 2.5 hereof), if any, will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by reason of Section 4(2) thereof. So long as shares of Parent Common Stock having an aggregate value in excess of $1,000,000 are issued in connection with the Earn-Out Payment, Parent shall use commercially reasonable efforts to prepare and file as promptly as practicable, and, in any event, within 30 days following the Earn-Out Payment Date, a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) covering the resale of such shares of Parent Common Stock issued in connection with the Earn-Out Payment, and Parent shall use commercially reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable after filing; provided that Parent may (i) postpone (one-time only) filing of the Registration Statement for a period not to exceed 60 days if required in order for Parent to satisfy the SEC’s financial statement requirements exchange for the Registration Statement and (ii) postpone (one-time only) effectiveness of the Registration Statement for a period not to exceed 60 days after the date it has been advised by the SEC that it has no further comments on the Registration Statement if the board of directors of Parent determines in good faith that such effectiveness would materially and adversely affect Parent. Notwithstanding the foregoing, Parent shall have no obligation to register any shares of Parent Common Stock under this Section 2.2 if (i) such shares are eligible for sale pursuant to Rule 144(k) of the Securities Act, or any successor rule, without any limitation as to volume or (ii) such shares have been publicly sold. Parent’s obligation in the preceding sentence to file the Registration Statement within 30 days is subject to the condition that the holders of Company Common Stock provide Parent promptly, but in no event more than five days after the Earn-Out Payment Date, all information relating to them requested by Parent for inclusion in the Registration Statement, and such obligation of Parent to file the Registration Statement shall be postponed to the extent of any delay in providing such information. Parent shall pay all costs and expenses incident to the performance of its obligations pursuant to this Section 2.2 (other than the costs of any advisors to the holders of Parent Common Stock). Parent shall indemnify and hold harmless each holder of the shares of Parent Common Stock to be registered pursuant to this Section 2.2 (and each of such holder’s officers, directors, agents, employees and each person controlling such holder) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) arising out of or based on any untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) and any prospectus contained therein (or amendment or supplement thereto), or based on any omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading (provided, however, that Parent will not be liable in any such case to the extent that (i) any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to Parent by an instrument duly executed by such holder and stated to be specifically for use therein), (ii) use of a prospectus during a period after Parent has notified the holders of Parent Common Stock in writing of the suspension of the use of such prospectus, (iii) failure of such holder to deliver a prospectus, as then amended or supplemented, as required by applicable laws; provided that Parent shall have delivered to such holder such prospectus, as then amended or supplemented, or (iv) any loss, liability, claim, damage or expense which, in the case of this clause (iv), is finally judicially determined to have resulted from the gross negligence, willful misconduct or bad faith of any such party seeking indemnification. Each holder of Parent Common Stock, severally, but not jointly, agrees to indemnify and hold harmless Parent, (and each of Parent’s officers, directors, agents, employees and each person controlling Parent) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) described in the indemnity described above but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such holder furnished to Parent by or on behalf of such holder expressly for use in the Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that no such holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In case any such action, claim, suit, investigation or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and to assume the defense thereof; provided, however, that in the event that any such action, claim, suit, investigation or proceeding includes both an indemnified party and the indemnifying party, and such indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or if the indemnifying party fails to assume the defense of the action, claim, suit, investigation or proceeding, in either case in a timely manner, then such indemnified party may employ separate counsel to represent or defend it in any such action, claim, suit, investigation or proceeding and the indemnifying party will pay the reasonable fees and disbursements of such counsel; provided, further, that the indemnifying party will not be required to pay the fees and disbursements of more than one counsel for all indemnified parties (and one separate local counsel). In any action, claim, suit, investigation or proceeding the defense of which the indemnifying party assumes, the indemnified party will have the right to participate in such litigation and to retain its own counsel at such indemnified party’s own expense. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 2.2 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party or (ii) be liable for any settlement of any such action effected without its prior written consent (which consent shall not be unreasonably withheld). If the indemnification provided for in this Section 2.2 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of Parent on the one hand and the holders on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative fault of Parent on the one hand and the holders on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by Parent, or by the holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission as well as any other relevant equitable considerations. In no event shall any holder of Parent Common Stock be liable pursuant to this Section 2.2 for an amount in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement, unless Parent is liable for such excess amount as a result of an untrue statement or omission based upon written information furnished to Parent by such holder and stated to be specifically for use in such Registration Statement.

Registration of Parent Common Stock. The (a) As soon as practicable after the date hereof, Parent shall prepare, and, on the later of (i) the Closing Date and (ii) ten (10) Business Days following the date hereof, Parent shall file with the SEC, and cause to be declared automatically and immediately effective at the time of such filing, one or more registration statements in compliance with the Securities Act (each, a “Registration Statement”) covering the resale of all shares of Parent Common Stock that are to be issued in connection with the payment of the Initial Amount, the Aggregate Series B Preference, the Aggregate Series A Preference and under the Series B Additional Purchase Price Agreement (such shares, together with the shares of Parent Common Stock otherwise issuable hereunder or under the Series B Additional Purchase Price Agreement, the “Registrable Stock”). On or prior to the payment date of each Milestone Payment and the PRV Payment, as applicable, that Parent intends to pay all or in part in Parent Common Stock, Parent shall prepare and file with the SEC, and use its reasonable best efforts to cause to be declared effective as soon as reasonably practicable after filing, one or more Registration Statements covering the resale of all Registrable Stock to be issued in connection with such payment; provided that, notwithstanding anything to the Earn-Out Payment contrary herein other than the subsequent proviso, in no event may Parent elect to pay any portion of a payment hereunder in Registrable Stock unless the Registration Statement covering such Registrable Stock is effective (and not unavailable pursuant to Section 6.10(d)) as defined in Section 2.5 hereof)of the applicable payment date; provided, however, that if any, will the failure of the Registration Statement to be issued in a transaction exempt from registration under so effective is the Securities Act result of 1933, as amended (any Effective Time Holder’s or the “Securities Act”), by reason of Section 4(2) thereof. So long as shares of Parent Common Stock having an aggregate value in excess of $1,000,000 are issued in connection Shareholders’ Agent’s noncompliance with the Earn-Out Paymentthis Agreement, Parent shall use commercially reasonable efforts nevertheless be able to prepare make such payment in Registrable Stock and file the obligation to register such Registrable Stock shall be suspended until such time as promptly as practicable, and, such Effective Time Holder or the Shareholders’ Agent is in any event, within 30 days following the Earn-Out Payment Date, a registration statement compliance with this Agreement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) covering the resale of such shares of Parent Common Stock issued in connection with the Earn-Out Payment, and upon which Parent shall use commercially reasonable best efforts to cause the applicable Registration Statement to become effective within three (3) Business Days). Each Registration Statement shall be (x) on Form S-3 (except if Parent fails to meet one or more of the registrant requirements specified in General Instruction I.A. on Form S-3, such registration shall be on another appropriate form in accordance herewith that allows for the Registrable Stock covered thereby to be registered on a delayed and continuous basis) or (y) pursuant to Rule 424(b) under the Securities Act, a prospectus supplement that shall be deemed to be part of an existing “shelf” registration statement in accordance with Rule 430B under the Securities Act and shall permit a delayed or continuous offering. Parent shall cause all Registrable Stock to be listed on NASDAQ and to comply with the listing requirements of NASDAQ, including all corporate governance requirements. (b) Parent shall use its reasonable best efforts (i) to maintain the continuous effectiveness of each Registration Statement (and maintain the current status of the prospectus or prospectuses contained therein) until the earlier of (A) all such shares of Registrable Stock having been sold pursuant to such Registration Statement or (B) at such time as none of the holders of Registrable Stock issued thereunder are restricted from transferring such Registrable Stock under Rule 144 under the Securities Act, and (ii) subject to the Lock-Up Agreements and Section 6.10(d), to take such other actions as are necessary to permit the Persons who are issued Registrable Stock pursuant to this Agreement to sell such Registrable Stock without restriction as promptly as practicable after filing; provided pursuant to such Registration Statements. In the case of any Registration Statement that Parent may is an automatic shelf registration statement, a new registration statement pursuant to Rule 415(a)(6) with respect to the Registrable Stock will be deemed to be an amendment to such Registration Statement for purposes of this Section 6.10, and references in this Section 6.10 to a Registration Statement, except in clause (iii) postpone above, shall include such new registration statement. (one-time onlyc) At least three (3) Business Days prior to the filing of the Registration Statement for a period not to exceed 60 days if required in order for Parent to satisfy the SEC’s financial statement requirements for the Registration Statement and (ii) postpone (one-time only) effectiveness or any prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of the Registration Statement for a period not to exceed 60 days after the date it has been advised by the SEC that it has no further comments on the Registration Statement if the board of directors of Parent determines in good faith that such effectiveness would materially and adversely affect Parent. Notwithstanding the foregoing, Parent shall have no obligation to register any shares of Parent Common Stock under this Section 2.2 if (i) such shares are eligible for sale pursuant to Rule 144(k) of the Securities Actjurisdiction, or any successor rulefree writing prospectus related thereto, without any limitation as or before sending a response to volume or (ii) such shares have been publicly sold. Parent’s obligation in the preceding sentence an SEC comment letter related to file the Registration Statement within 30 days is subject to the condition that the holders of Company Common Stock provide Parent promptly, but in no event more than five days after the Earn-Out Payment Date, all information relating to them requested by Parent for inclusion in the Registration Statement, Parent shall furnish to the Shareholders’ Agent copies of reasonably complete drafts of all such documents proposed to be filed (including all exhibits thereto and such obligation of Parent to file the Registration Statement shall be postponed each document incorporated by reference therein to the extent then required by the rules and regulations of the SEC), which documents will be subject to the review and comment of the Shareholders’ Agent, and Parent shall consider in good faith the changes reasonably requested by the Shareholders’ Agent prior to making any such filing. (d) With respect to any Registration Statement that has been filed pursuant to Section 6.10(a), (i) upon the issuance by the SEC of any delay in providing such information. Parent shall pay all costs and expenses incident to stop order suspending the performance of its obligations pursuant to this Section 2.2 (other than the costs effectiveness of any advisors to Registration Statement or the holders initiation of Parent Common Stock). Parent shall indemnify and hold harmless each holder of the shares of Parent Common Stock any proceedings for that purpose; (ii) if any Registration Statement or related prospectus or any document incorporated or deemed to be registered pursuant to this Section 2.2 (and each of such holder’s officers, directors, agents, employees and each person controlling such holder) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) arising out of or based on incorporated therein by reference shall contain any untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) and any prospectus contained therein (or amendment or supplement thereto), or based on any omission omit to state therein a any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading (providedincluding, however, that Parent will not be liable in any such case to the extent that (i) any such claimcase, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to Parent by an instrument duly executed by such holder and stated to be specifically for use therein), (ii) use of as a prospectus during a period after Parent has notified the holders of Parent Common Stock in writing result of the suspension non-availability of the use of such prospectus, financial statements); or (iii) failure if, in the good faith judgment of such holder Parent following consultation with legal counsel, it would be detrimental to deliver Parent or its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement due to (A) the existence of a prospectus, as then amended material development or supplemented, as required by applicable laws; provided potential material development involving Parent that Parent shall have delivered would be obligated to disclose or incorporate by reference in the Registration Statement, which disclosure would be premature or otherwise inadvisable at such holder such prospectus, as then amended or supplementedtime, or (ivB) any lossinterference with an actual or potential material financing or business combination transaction involving Parent, liability, claim, damage or expense which, (I)(1) in the case of this clause (iv), is finally judicially determined to have resulted from the gross negligence, willful misconduct or bad faith of any such party seeking indemnification. Each holder of Parent Common Stock, severallyii) above, but not jointlysubject to clause (iii) above, agrees to indemnify and hold harmless Parent, (and each of Parent’s officers, directors, agents, employees and each person controlling Parent) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) described in the indemnity described above but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such holder furnished to Parent by or on behalf of such holder expressly for use in the Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that no such holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement. Each indemnified party shall give notice as promptly as reasonably practicable prepare and file a post-effective amendment to each indemnifying party of any action such Registration Statement or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder a supplement to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In case any related prospectus so that such action, claim, suit, investigation Registration Statement or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and to assume the defense thereof; provided, however, that in the event that any such action, claim, suit, investigation or proceeding includes both an indemnified party and the indemnifying party, and such indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or if the indemnifying party fails to assume the defense of the action, claim, suit, investigation or proceeding, in either case in a timely manner, then such indemnified party may employ separate counsel to represent or defend it in any such action, claim, suit, investigation or proceeding and the indemnifying party will pay the reasonable fees and disbursements of such counsel; provided, further, that the indemnifying party will not be required to pay the fees and disbursements of more than one counsel for all indemnified parties (and one separate local counsel). In any action, claim, suit, investigation or proceeding the defense of which the indemnifying party assumes, the indemnified party will have the right to participate in such litigation and to retain its own counsel at such indemnified party’s own expense. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 2.2 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (2) prospectus does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of contain any indemnified party or (ii) be liable for any settlement of any such action effected without its prior written consent (which consent shall not be unreasonably withheld). If the indemnification provided for in this Section 2.2 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of Parent on the one hand and the holders on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative fault of Parent on the one hand and the holders on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission omit to state a any material fact relates required to information supplied be stated therein or necessary to make the statements therein not misleading, and in the case of a post-effective amendment to a Registration Statement, use reasonable best efforts to cause it to become effective as promptly as reasonably practicable and (2) in the case of clause (i) above, use reasonable best efforts to cause such stop order to be lifted, and (II) Parent shall give notice to the Effective Time Holders that the availability of such Registration Statement is suspended and, upon receipt of any such notice, each Effective Time Holder agrees that it shall not sell any of the registered securities pursuant to a Registration Statement until such Effective Time Holder or the Shareholders’ Agent is notified by ParentParent of the effectiveness of the post-effective amendment to a Registration Statement provided for in clause (I) above, or until it is notified in writing by Parent that the holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission as well as any other relevant equitable considerationsRegistration Statement may be used. In no event connection with any circumstance covered by clause (iii) above, Parent shall any holder of Parent Common Stock be liable entitled to exercise its rights pursuant to this Section 2.2 for an amount in excess 6.10(d) to suspend the availability of the amount Registration Statement for no more than thirty (30) consecutive days and an aggregate of net proceeds received sixty (60) days in any 180-day period. Parent shall promptly notify the Shareholders’ Agent upon the receipt of any comment letter or request by such holder from the sale SEC, state securities authority or other Governmental Entity for amendments or supplements to any Registration Statement or the prospectus related thereto or for additional information. (e) All fees and expenses incurred by Parent in connection with its performance of Parent Common Stock pursuant to such Registration Statement, unless Parent is liable for such excess amount as a result its obligations under or in compliance with this Section 6.10 shall be borne by Parent. Each Effective Time Holder shall pay any expenses incurred by it in connection with the performance of an untrue statement its obligations under or omission based upon written information furnished to Parent by such holder and stated to be specifically for use in such Registration Statementcompliance with this Section 6.10.

Registration of Parent Common Stock. The (a) Subject to the terms and conditions of this Section 4.2, no later than 105 days after the Closing Date, Parent shall cause to become effective with the SEC a registration statement on Form S-3 (the “Resale Registration Statement”) to register the resale of the shares of Parent Common Stock to be issued in connection delivered as Stock Consideration (together with the Earn-Out Payment (as defined in Section 2.5 hereof), if any, will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by reason of Section 4(2i) thereof. So long as shares of Parent Common Stock having an aggregate value in excess delivered as stock consideration under the Institutional Seller SPA and (ii) any securities into which the Parent Common Stock may be converted or exchanged pursuant to any merger, consolidation, sale of $1,000,000 are issued in connection with all or any part of its assets, corporate conversion or other extraordinary transaction of Parent, the Earn-Out Payment, “Registrable Securities”) and providing for the sale of such Registrable Securities from time to time pursuant to such method of distribution as the holders of such Registrable Securities may from time to time elect. Parent shall use commercially reasonable efforts to prepare and file cause such Resale Registration Statement to be declared effective under the Securities Act as promptly as practicablereasonably practicable and to keep such Resale Registration Statement continuously effective for a period from the date of its initial effectiveness until the earlier of three years after the Closing Date and such time as there are no Registrable Securities outstanding (such date, and, in any event, within 30 days following the Earn-Out Payment Date, a registration statement (the “Registration StatementRights Termination Date”) with the Securities and Exchange Commission (the “SEC”) covering the resale of such shares of Parent Common Stock issued in connection with the Earn-Out Payment, and Parent shall use commercially reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable after filing; provided that Parent may (i) postpone (one-time only) filing of the Registration Statement for a period not to exceed 60 days if required in order for Parent to satisfy the SEC’s financial statement requirements for the Registration Statement and (ii) postpone (one-time only) effectiveness of the Registration Statement for a period not to exceed 60 days after the date it has been advised by the SEC that it has no further comments on the Registration Statement if the board of directors of Parent determines in good faith that such effectiveness would materially and adversely affect Parent). Notwithstanding the foregoing, if Parent shall have no obligation to register any shares of Parent Common Stock under this Section 2.2 if (i) such shares are eligible for sale pursuant to Rule 144(k) of the Securities Act, or any successor rule, without any limitation as to volume or (ii) such shares have been publicly sold. Parent’s obligation in the preceding sentence to file the Registration Statement within 30 days is subject to the condition that the holders of Company Common Stock provide Parent promptly, but in no event more than five days after the Earn-Out Payment Date, all information relating to them requested by Parent for inclusion in the Registration Statement, and such obligation of Parent to file the Registration Statement shall be postponed to the extent of any delay in providing such information. Parent shall pay all costs and expenses incident to the performance of its obligations pursuant to this Section 2.2 (other than the costs of any advisors furnish to the holders of Registrable Securities a certificate signed by an officer stating that the filing, effectiveness or continued use of the Resale Registration Statement would require Parent Common Stock). to make an Adverse Disclosure, Parent shall indemnify and hold harmless each holder be permitted to delay the effectiveness or continued use of the shares of Parent Common Stock to be registered pursuant to this Section 2.2 (and each of such holder’s officers, directors, agents, employees and each person controlling such holder) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) arising out of or based on any untrue statement of a material fact contained in the Resale Registration Statement (or any amendment thereto) and any prospectus contained therein (or amendment or supplement thereto), or based on any omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading (provided, however, that Parent will not be liable in any such case to the extent reasonably necessary; provided, that (i) the length of any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to Parent by an instrument duly executed by such holder deferral shall not exceed 45 days and stated to be specifically for use therein), (ii) use of a prospectus during a period after Parent has notified the holders of Parent Common Stock shall not invoke its right more than once in writing of the suspension of the use of such prospectus, (iii) failure of such holder to deliver a prospectus, as then amended or supplemented, as required by applicable lawsany 12-month period; and provided that Parent shall have delivered to such holder such prospectus, as then amended may exercise this right or supplemented, or (iv) any loss, liability, claim, damage or expense which, the right set forth in the case last sentence of this clause (iv), is finally judicially determined to have resulted from the gross negligence, willful misconduct or bad faith of any such party seeking indemnification. Each holder of Parent Common Stock, severally, Section 4.2(b)(i) but not jointly, agrees to indemnify and hold harmless Parent, (and each of Parent’s officers, directors, agents, employees and each person controlling Parent) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) described in the indemnity described above but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to both during such holder furnished to Parent by or on behalf of such holder expressly for use in the Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that no such holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In case any such action, claim, suit, investigation or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and to assume the defense thereof; provided, however, that in the event that any such action, claim, suit, investigation or proceeding includes both an indemnified party and the indemnifying party, and such indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or if the indemnifying party fails to assume the defense of the action, claim, suit, investigation or proceeding, in either case in a timely manner, then such indemnified party may employ separate counsel to represent or defend it in any such action, claim, suit, investigation or proceeding and the indemnifying party will pay the reasonable fees and disbursements of such counsel; provided, further, that the indemnifying party will not be required to pay the fees and disbursements of more than one counsel for all indemnified parties (and one separate local counsel). In any action, claim, suit, investigation or proceeding the defense of which the indemnifying party assumes, the indemnified party will have the right to participate in such litigation and to retain its own counsel at such indemnified party’s own expense. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 2.2 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party or (ii) be liable for any settlement of any such action effected without its prior written consent (which consent shall not be unreasonably withheld). If the indemnification provided for in this Section 2.2 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of Parent on the one hand and the holders on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative fault of Parent on the one hand and the holders on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by Parent, or by the holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission as well as any other relevant equitable considerations. In no event shall any holder of Parent Common Stock be liable pursuant to this Section 2.2 for an amount in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement, unless Parent is liable for such excess amount as a result of an untrue statement or omission based upon written information furnished to Parent by such holder and stated to be specifically for use in such Registration Statement12-month period.

Registration of Parent Common Stock. The shares (a) Subject to the provisions of paragraph (b) below, within twenty (20) days after the Closing Date, Parent shall file with the U.S. Securities and Exchange Commission (the "SEC") a registration statement under the Securities Act on Form S-3 (or any successor form) or other appropriate form covering the reoffer and resale of the Parent Common Stock to be issued received by the Company Stockholders in connection with the Earn-Out Payment (as defined in Section 2.5 hereof), if any, will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by reason of Section 4(2) thereofMerger. So long as shares of Parent Common Stock having an aggregate value in excess of $1,000,000 are issued in connection with the Earn-Out Payment, Parent shall use commercially reasonable efforts to prepare and file as promptly as practicable, and, in any event, within 30 days following the Earn-Out Payment Date, a cause such registration statement (the “Registration Statement”) with to become effective under the Securities Act after filing and Exchange Commission (the “SEC”) covering the resale of such shares of Parent Common Stock issued in connection with the Earn-Out Payment, and Parent shall use commercially reasonable best efforts to cause the Registration Statement to become keep such registration statement effective as promptly as practicable after filing; provided that Parent may (i) postpone (one-time only) filing of the Registration Statement for a period not to exceed 60 days of two years from the Closing Date or, if required in order for earlier, until the Company Stockholders have completed the distribution contemplated by such registration statement. Parent to satisfy the SEC’s financial will amend or supplement any such registration statement requirements for the Registration Statement and (ii) postpone (one-time only) effectiveness of the Registration Statement for a period not to exceed 60 days after the date it has been advised by the SEC that it has no further comments on the Registration Statement if the board of directors of Parent determines in good faith that such effectiveness would materially and adversely affect Parent. Notwithstanding the foregoing, Parent shall have no obligation to register any shares of Parent Common Stock under this Section 2.2 if (i) such shares are eligible for sale pursuant to Rule 144(k) of the Securities Act, or any successor rule, without any limitation as to volume or (ii) such shares have been publicly sold. Parent’s obligation in the preceding sentence to file the Registration Statement within 30 days is subject to the condition that the holders of Company Common Stock provide Parent promptly, but in no event more than five days after the Earn-Out Payment Date, all information relating to them requested by Parent for inclusion in the Registration Statement, and such obligation of Parent to file the Registration Statement shall be postponed to the extent necessary to comply with the Securities Act and any state securities statute or regulation. (b) The resale of at least one-half of the Non-Employee Restricted Shares pursuant to the registration statement described in (a) above will be pursuant to an offering to be underwritten by one or more investment banks of Parent's choice (the "UNDERWRITTEN PUBLIC OFFERING"), which underwriting shall be completed on or before ninety (90) days following the Closing Date. In the event that the Underwritten Public Offering is not completed on or before ninety (90) days following the Closing Date, or is otherwise delayed, terminated or withdrawn for any delay reason, additional shares of Non-Employee Restricted Shares shall be released from lockup as set forth in providing Section 2.3(b) above. Each Non-Employee Holder shall notify Parent in writing within twenty (20) days prior to the proposed closing of the Underwritten Public Offering or such informationearlier period as the managing underwriter of such Underwritten Public Offering shall require as to the number of Non-Employee Restricted Shares that the Non-Employee Holder wish to have registered in the Underwritten Public Offering (the "REQUESTED SHARES"). All of the Requested Shares shall be included in such Underwritten Public Offering, unless the underwriters shall advise the Parent in writing that marketing factors require a limitation on the number of securities to be underwritten (including Requested Shares), in which case the Parent shall pay all costs advise the Representative, and expenses incident the number of shares to be included in the Underwritten Public Offering shall be allocated, first to the performance Non-Employee Holders holding Requested Shares on a pro rata basis based on the total number of its obligations pursuant Requested Shares held by each such Non-Employee Holder; and second, to this Section 2.2 (any other than the costs of any advisors to the holders of Parent Common Stock). Parent shall indemnify and hold harmless each holder of the shares of Parent Common Stock to be registered pursuant to this Section 2.2 (and each of such holder’s officers, directors, agents, employees and each person controlling such holder) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) arising out of or based on any untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) and any prospectus contained therein (or amendment or supplement thereto), or based on any omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading (provided, however, that Parent will not be liable in any such case to the extent that (i) any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to Parent by an instrument duly executed by such holder and stated to be specifically for use therein), (ii) use of a prospectus during a period after Parent has notified the holders of Parent Common Stock in writing of the suspension of the use of such prospectus, (iii) failure of such holder to deliver a prospectus, as then amended or supplemented, as required by applicable laws; provided that Parent shall have delivered to such holder such prospectus, as then amended or supplemented, or (iv) any loss, liability, claim, damage or expense which, in the case of this clause (iv), is finally judicially determined to have resulted from the gross negligence, willful misconduct or bad faith of any such party seeking indemnification. Each holder of Parent Common Stock, severally, but not jointly, agrees to indemnify and hold harmless Parent, (and each of Parent’s officers, directors, agents, employees and each person controlling Parent) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) described in the indemnity described above but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such holder furnished to Parent by or on behalf of such holder expressly for use in the Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that no such holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In case any such action, claim, suit, investigation or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and to assume the defense thereofShares; provided, however, that in no event shall the number of Requested Shares permitted to be included in the Underwritten Public Offering be reduced below one-quarter of the aggregate number of Non-Employee Restricted Shares. (c) In addition to the registration contemplated by (a) above, within fifteen (15) days following the Closing Date, Parent shall file with the Securities Exchange Commission (the "SEC") a registration statement on Form S-8 under the Securities Act (or any successor form) or other appropriate form with respect to the Parent Common Stock issuable upon exercise of Substitute Options. Parent shall use commercially reasonable efforts to cause such registration statement to become effective under the Securities Act upon filing. To the extent that the Company is not eligible to utilize Form S-8 with respect to any Substitute Option or holder thereof, the shares of Parent Common Stock issuable upon exercise of such ineligible Substitute Option shall be registered (but not underwritten) pursuant to Section 2.4(a) above. (d) Notwithstanding anything to the contrary contained herein, upon written notice to the Company Stockholders, Parent shall be entitled to suspend sales of Parent Common Stock by Company Stockholders pursuant to the registration statement filed in accordance with Section 2.4(a) for a period of up to sixty (60) days if Parent reasonably and in good faith determines that such registration would interfere in any material respect with any proposal or plan by the Parent to engage in any material acquisition or disposition by Parent or any subsidiary thereof of the capital stock or substantially all of the assets of any other person or entity (other than in the ordinary course of business), any tender offer or any merger, consolidation, corporate reorganization or restructuring or other similar transaction material to Parent and its subsidiaries as a whole (a "REGISTRATION STATEMENT DELAYING EVENT"). In the event that any the registration statement filed pursuant to Section 2.4(a) is suspended in accordance with this Section 2.4(d), Parent shall file or refile such actionregistration statement after the Registration Statement Delaying Event has been completed, claimwhich shall in no event exceed sixty (60) days after the Parent determined to suspend the registration statement, suit, investigation or proceeding includes both an indemnified party and the indemnifying partytime periods set forth in Section 2.4(a) shall be extended by the number of days which elapsed between the date on which Parent determined to suspend the registration statement and the date on which the Registration Statement Delaying Event was completed. Notwithstanding the foregoing, and such indemnified party reasonably concludes that there may a Registration Statement Delaying Event shall in no event be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or if the indemnifying party fails to assume the defense of the action, claim, suit, investigation or proceeding, in either case in a timely manner, then such indemnified party may employ separate counsel to represent or defend it Parent (i) more than once in any such actiontwelve-month period, claim, suit, investigation or proceeding and (ii) until at least ninety (90) days after the indemnifying party Effective Time. (e) Parent will pay the reasonable any and all expenses incident to Parent's performance of or compliance with its obligations under this Section 2.4, including, without limitation, all registration and filing fees (including NASD or Nasdaq Stock Market fees), all printing expenses, fees and disbursements of such counselParent's counsel and accountants and the fees and expenses of one counsel representing all of the Company Stockholders whose Parent Common Stock is being registered in connection with an Underwritten Public Offering; provided, furtherhowever, that the indemnifying party will Parent shall not be required to pay any underwriters' discounts or commissions associated with the fees and disbursements of more than one counsel for all indemnified parties (and one separate local counsel). In any action, claim, suit, investigation or proceeding the defense of which the indemnifying party assumes, the indemnified party will have the right to participate in such litigation and to retain its own counsel at such indemnified party’s own expense. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 2.2 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising out sale of such litigation, investigation, proceeding or claim and (2) does not include a statement as Parent Common Stock. Parent agrees to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party or (ii) be liable for any settlement of any such action effected without its prior written consent (which consent shall not be unreasonably withheld). If the indemnification provided for in this Section 2.2 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then provide each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of Parent on the one hand and the holders on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative fault of Parent on the one hand and the holders on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by Parent, or by the holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission as well as any other relevant equitable considerations. In no event shall any holder of Parent Common Stock be liable whose shares are so registered with as many copies of the prospectus contained in any registration statement filed pursuant to this Section 2.2 for an amount in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement, unless Parent is liable for such excess amount 2.4 as a result of an untrue statement or omission based upon written information furnished to Parent by such holder and stated to may be specifically for use in such Registration Statementreasonably requested.

Registration of Parent Common Stock. The shares (a) Subject to the terms and conditions of this Section 5.13, no later than fifteen (15) Business Days after the Closing Date, Parent Common Stock to be issued in connection shall prepare and file with the Earn-Out Payment (as defined in Section 2.5 hereof), if any, will be issued in SEC a transaction exempt from registration under statement on Form S-3 to register the resale of all of the Registrable Securities Act of 1933, as amended (the “Securities ActResale Registration Statement”), by reason of Section 4(2) thereof. So long as shares of Parent Common Stock having an aggregate value in excess of $1,000,000 are issued in connection with the Earn-Out Payment, Parent shall use commercially reasonable efforts to prepare and file as promptly as practicable, and, in any event, within 30 days following the Earn-Out Payment Date, a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) covering the resale of such shares of Parent Common Stock issued in connection with the Earn-Out Payment, and Parent shall use commercially its reasonable best efforts to cause the such Resale Registration Statement to become be declared effective under the Securities Act as promptly as reasonably practicable after filing; provided that Parent may (i) postpone (one-time only) filing of the and to keep such Resale Registration Statement effective for a period not to exceed 60 days if required in order for Parent to satisfy from the SEC’s financial statement requirements for date of its initial effectiveness until the Registration Statement and earlier of six (ii6) postpone (one-time only) effectiveness of the Registration Statement for a period not to exceed 60 days months after the date it has been advised by Closing Date and such time as there are no Registrable Securities outstanding (such earlier date, the SEC that it has no further comments on the “Registration Statement if the board of directors of Parent determines in good faith that such effectiveness would materially and adversely affect ParentRights Termination Date”). Notwithstanding the foregoing, Parent shall have no obligation be permitted to register delay the filing and effectiveness of the Resale Registration Statement to the extent reasonably necessary if there is material non-public information regarding Parent which Parent reasonably determines to be significantly disadvantageous for Parent to disclose and which Parent is not otherwise required to disclose at such time or Parent has not received all required accountant consents and legal opinions required to be filed with such registration statement; provided, however, that (A) the length of any shares of deferral shall not exceed thirty (30) days and (B) Parent Common Stock under this Section 2.2 if shall not invoke its right more than once in any twelve (12) month period. (b) Until the Registration Rights Termination Date, Parent shall use reasonable best efforts: (i) to promptly prepare and file with the SEC such shares are eligible for sale pursuant to Rule 144(k) of the Securities Act, or any successor rule, without any limitation as to volume or (ii) such shares have been publicly sold. Parent’s obligation in the preceding sentence to file the Registration Statement within 30 days is subject amendments and supplements to the condition that the holders of Company Common Stock provide Parent promptly, but in no event more than five days after the Earn-Out Payment Date, all information relating to them requested by Parent for inclusion in the Resale Registration Statement, and the prospectus contained in such obligation Resale Registration Statement, as may be necessary to comply with the Securities Act with respect to the disposition of Parent Registrable Securities; (ii) to file furnish to each Company Stockholder that holds Registrable Securities (a “Selling Holder”) such number of copies of the prospectus included in the Resale Registration Statement shall (and each supplement thereto) as may be postponed required by the Securities Act to permit for resales of Registrable Securities (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule); and (iii) during the period when a prospectus is required to be delivered under the Securities Act in connection with the resale of Registrable Securities, to notify any Selling Holder (at the address set forth in the Closing Consideration Schedule): (A) when the Resale Registration Statement or any post-effective amendment thereto has become effective; (B) of any request by the SEC for amendments or supplements to the extent Resale Registration Statement or the prospectus included therein; (C) of the issuance by the SEC of any delay in providing such information. stop order suspending the effectiveness of Resale Registration Statement; (D) of the receipt by Parent shall pay all costs and expenses incident of any notification with respect to the performance of its obligations pursuant to this Section 2.2 (other than the costs of any advisors to the holders of Parent Common Stock). Parent shall indemnify and hold harmless each holder suspension of the shares qualification of the Parent Common Stock to be registered pursuant to this Section 2.2 for sale in any jurisdiction; or (and each E) of such holder’s officers, directors, agents, employees and each person controlling such holderany event as a result of which the prospectus included in the Resale Registration Statement (as amended or supplemented) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) arising out of or based on any includes an untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) and any prospectus contained therein (or amendment or supplement thereto), or based on any omission omits to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. (c) Parent shall notify each Selling Holder (at the address set forth in the Closing Consideration Schedule) in writing if the Resale Registration Statement or prospectus contained therein contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and upon receipt of such notice each such Selling Holder shall, forthwith discontinue disposition of Registrable Securities pursuant to the Resale Registration Statement until such Selling Holder has received copies of a supplemented or amended prospectus from Parent, or until such Selling Holder is advised in writing by Parent that the use of such prospectus is permitted. (d) No Selling Holder shall use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with the sale of Registrable Securities without the prior written consent of Parent. (e) All Registration Expenses incurred in effecting any registration hereunder shall be borne by Parent. All Selling Expenses incurred in connection with any registration hereunder shall be borne by the Selling Holders. (f) It shall be a condition precedent to the obligations of Parent to register Registrable Securities of any Selling Holder under this Section 5.13 that such Selling Holder shall furnish to Parent such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of such Registrable Securities. (g) The registration rights under this Section 5.13 may not be assigned by any Selling Holder, except to (i) any direct or indirect partner or member of such Selling Holder to whom Registrable Securities are distributed, (ii) any immediate family member of such Selling Holder to whom Registrable Securities are transferred as a gift or upon demise, and/or (iii) any trust or other entity created by or on behalf of such Selling Holder for estate planning purposes to whom Registrable Securities are transferred for such purposes. Notwithstanding the foregoing, Parent shall not be required to file more than one (1) supplement or amendment to the Resale Registration Statement updating the names of the selling securityholders thereunder in any 30-day period. (h) In connection with any sale of Registrable Securities pursuant to the Resale Registration Statement: (i) To the extent permitted by law, Parent shall indemnify and hold harmless each Selling Holder, the partners, members, officers and directors of each Selling Holder and each person, if any, who controls such Selling Holder within the meaning of the Securities Act or the Exchange Act, against any expenses, losses, claims, damages or liabilities (joint or several) to which they were made may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such expenses, losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (each a “Violation”): (A) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (B) the omission or alleged omission to state in the Resale Registration Statement a material fact required to be stated therein, or necessary to make the statements therein not misleading misleading; or (C) any violation or alleged violation by Parent of the Securities Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal or state securities law in connection with the Resale Registration Statement; and Parent shall reimburse each such Selling Holder, partner, officer or director or controlling person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage liability or action; provided, however, if any amounts are paid in settlement of any such expense, loss, claim, damage, liability or action that is effected without the consent of Parent, Parent will shall not be precluded from contesting the amounts owed by Parent in respect thereof on the basis that the settlement was not reasonable in light of the circumstances, that such expense, loss, claim, damage, liability or action is not indemnifiable, or otherwise, nor shall Parent be liable in any such case to the extent that (i) for any such claimexpense, loss, claim, damage, liability or expense action to the extent that it arises out of or is based on any untrue statement upon actions or omission based upon written information furnished to Parent by an instrument duly executed by such holder and stated to be specifically for use therein), (ii) use of a prospectus during a period after Parent has notified the holders of Parent Common Stock in writing of the suspension of the use of such prospectus, (iii) failure of such holder to deliver a prospectus, as then amended or supplemented, as required by applicable laws; provided that Parent shall have delivered to such holder such prospectus, as then amended or supplemented, or (iv) any loss, liability, claim, damage or expense which, in the case of this clause (iv), is finally judicially determined to have resulted from the gross negligence, willful misconduct or bad faith of any such party seeking indemnification. Each holder of Parent Common Stock, severally, but not jointly, agrees to indemnify and hold harmless Parent, (and each of Parent’s officers, directors, agents, employees and each person controlling Parent) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) described in the indemnity described above but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, omissions made in the Registration Statement (or any amendment thereto) or any prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such holder furnished to Parent by or on behalf of any such holder expressly Selling Holder, partner, officer or director or controlling person for use in connection with such registration by such Selling Holder, partner, officer, director or controlling person. (ii) To the extent permitted by law, each Selling Holder shall indemnify and hold harmless Parent, each of its directors, each of its officers who have signed the Resale Registration Statement Statement, each person, if any, who controls Parent within the meaning of the Securities Act or the Exchange Act and any other Selling Holder or any of such Selling Holder’s partners, directors or officers or any person who controls such Selling Holder within the meaning of the Securities Act or the Exchange Act, against any expenses, losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such expenses, losses, claims, damages or liabilities (or any amendment actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such prospectus (Violation arises out of or is based on actions or omissions made in reliance upon and in conformity with written information furnished by such Selling Holder for use in connection with the Resale Registration Statement; and each such Selling Holder shall reimburse Parent and such other persons for any amendment legal or supplement thereto)other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, if any amounts are paid in settlement of any such expense, loss, claim, damage, liability or action that no such holder shall be liable for any claims hereunder in excess is effected without the consent of the amount Selling Holder, the Selling Holder shall not be precluded from contesting the amounts owed by the Selling Holder in respect thereof on the basis that the settlement was not reasonable in light of net proceeds received the circumstances, that such expense, loss, claim, damage, liability or action is not indemnifiable hereunder, or otherwise. (iii) Promptly after receipt by such holder from the sale of Parent Common Stock pursuant to such Registration Statement. Each an indemnified party shall give under this Section 5.13(h) of notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it (including any governmental action) for which a party may be entitled to indemnification under this Section 5.13(h), such indemnified party shall, if a claim in respect of which indemnity may thereof is to be sought hereunder, but failure to so notify an made against any indemnifying party shall not relieve such indemnifying party from any liability hereunder under this Section 5.13(h), deliver to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In case any such action, claim, suit, investigation or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall be entitled to participate therein and to assume the defense thereof; provided, however, that in the event that any such action, claim, suit, investigation or proceeding includes both an indemnified party and the indemnifying party, and such indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or if the indemnifying party fails to assume the defense of the action, claim, suit, investigation or proceeding, in either case in a timely manner, then such indemnified party may employ separate counsel to represent or defend it in any such action, claim, suit, investigation or proceeding and the indemnifying party will pay the reasonable fees and disbursements of such counsel; provided, further, that the indemnifying party will not be required to pay the fees and disbursements of more than one counsel for all indemnified parties (and one separate local counsel). In any action, claim, suit, investigation or proceeding the defense of which the indemnifying party assumes, the indemnified party will have the right to participate in such litigation action and, to the extent the indemnifying party so desires, jointly with any other indemnifying party to which notice has been given, to assume the defense thereof with counsel reasonably satisfactory to the indemnifying and indemnified parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain its own one counsel at (in addition to reasonably necessary local counsel), with the reasonable fees and expenses thereof to be paid by the indemnifying party, if representation of such indemnified party’s own expense. No party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of liability to the indemnified party under this Section 5.13(h) to the extent (and only to the extent) that it has been prejudiced by such delay, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5.13(h). (iv) In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) without the prior written consent of the indemnified parties any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 5.13(h) but it is judicially determined (which consent shall not be unreasonably withheld), settle or compromise or consent to by the entry of any a final judgment with respect or decree by a court of competent jurisdiction and the expiration of time to any litigation, appeal or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever the denial of the last right of appeal) that such indemnification may not be enforced in respect of which indemnification or contribution could be sought under such case notwithstanding the fact that this Section 2.2 (whether or not the indemnified parties are actual or potential parties thereto)5.13(h) provides for indemnification in such case, unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party or (ii) contribution under the Securities Act may be liable for any settlement required on the part of any such action effected without its prior written consent (party hereto for which consent shall not be unreasonably withheld). If the indemnification is provided for in under this Section 2.2 is for any reason unavailable 5.13(h); then, and in each such case, such parties will contribute to or insufficient to hold harmless an indemnified party in respect of any the aggregate expenses, losses, liabilities, claims, damages or expenses referred liabilities to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of Parent on the one hand indemnifying party and the holders on the other hand indemnified party in connection with the statements or omissions which Violation that resulted in such lossesexpense, liabilitiesloss, claimsclaim, damages damage or expenses, liability as well as any other relevant equitable considerations. The relative fault of Parent on the one hand and the holders on the other hand such parties shall be determined by reference to, among other things, whether any such the untrue or alleged allegedly untrue statement of a material fact or the omission or alleged omission to state of a material fact relates to information supplied by Parent, the indemnifying party or by the holders indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission as well as omission; provided, however, that, in any other relevant equitable considerations. In such case no event shall individual or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any holder individual or entity who was not guilty of such fraudulent misrepresentation. (v) The obligations of Parent Common Stock be liable pursuant to and the Selling Holders under this Section 2.2 for an amount in excess 5.13(h) shall survive the completion of any offering of Registrable Securities under the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement, unless Parent is liable for such excess amount as a result of an untrue statement or omission based upon written information furnished to Parent by such holder and stated to be specifically for use in such Resale Registration Statement. (i) This Section 5.13 (other than Section 5.13(h)) shall automatically terminate when all Registrable Securities cease to be such.

Registration of Parent Common Stock. The shares of Parent Common Stock (a) On the terms and subject to be issued the conditions set forth in connection with the Earn-Out Payment (as defined in this Section 2.5 hereof)6.15, if any, will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by reason of Section 4(2) thereof. So long as shares of Parent Common Stock having an aggregate value in excess of $1,000,000 are issued in connection with the Earn-Out Payment, Parent shall use commercially reasonable efforts to prepare and file as promptly as practicable, practicable (and, in any event, within 30 days following calendar days) after the Earn-Out Payment DateEffective Time, a registration statement (Parent shall file, and shall thereafter use its reasonable best efforts to cause to become and remain effective, for so long as the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) covering the resale of such shares of Parent Common Stock issued in connection with to any Holder (as hereinafter defined) pursuant to Article III continue to be Registrable Securities (as hereinafter defined), a registration statement registering for purposes of the Earn-Out PaymentSecurities Act the resale of all such Registrable Securities (the "Registration Statement"). For so long as Parent is required to cause the Registration Statement to remain effective, and Parent shall use commercially its reasonable best efforts to cause the Registration Statement Parent Common Stock to become effective be (x) registered or qualified (to the extent not exempt from such registration or qualification) for sale under the blue sky laws of such states as promptly as practicable after filing; any Holder may reasonably request (provided that Parent shall not be required to qualify to do business in, or consent to general service of process in, any jurisdiction by reason thereof) and (y) listed on a national securities exchange or accepted for quotation on the National Association of Securities Dealers Automated Quotation System. (b) The obligations of Parent hereunder to file the Registration Statement and to maintain its effectiveness may be suspended for one or more periods of time not exceeding 60 calendar days, and/or Parent shall be entitled to provide to the Holders Suspension Notices pursuant to Section 6.15(e)(iv) to be in effect for one or more periods of time not exceeding 60 calendar days, if the Board of Directors of Parent (or the Executive Committee thereof) shall have determined in good faith that (i) postpone (one-time only) the filing of the Registration Statement for or the maintenance of its effectiveness, and/or the continued use of any related prospectus (a period not to exceed 60 days if required in order for Parent to satisfy the SEC’s financial statement requirements for the Registration Statement and (ii) postpone (one-time only) effectiveness "Prospectus"), would require disclosure of the Registration Statement for a period not to exceed 60 days after the date it has been advised by the SEC nonpublic information that it has no further comments on the Registration Statement if the board of directors of Parent determines in good faith that such effectiveness would materially and adversely affect Parent. Notwithstanding the foregoing, Parent shall have no obligation to register any shares of Parent Common Stock under this Section 2.2 if (i) such shares are eligible for sale pursuant to Rule 144(k) of the Securities Act, or any successor rule, without any limitation as to volume or (ii) such shares there shall have been publicly sold. Parent’s obligation occurred any event which makes any statement made in the preceding sentence to file the Registration Statement within 30 days is subject to or any Prospectus untrue in any material respect or which requires the condition making of any changes in the Registration Statement or a Prospectus or other documents so that (A) in the holders case of Company Common Stock provide Parent promptly, but in no event more than five days after the Earn-Out Payment Date, all information relating to them requested by Parent for inclusion in the Registration Statement, and such obligation of Parent to file the Registration Statement shall be postponed to the extent of any delay in providing such information. Parent shall pay all costs and expenses incident to the performance of its obligations pursuant to this Section 2.2 (other than the costs of any advisors to the holders of Parent Common Stock). Parent shall indemnify and hold harmless each holder of the shares of Parent Common Stock to be registered pursuant to this Section 2.2 (and each of such holder’s officers, directors, agents, employees and each person controlling such holder) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) arising out of or based on it will not contain any untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) and any prospectus contained therein (or amendment or supplement thereto), or based on any omission omit to state therein a any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made 34 not misleading and (provided, however, that Parent will not be liable in any such case to the extent that (iB) any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to Parent by an instrument duly executed by such holder and stated to be specifically for use therein), (ii) use of a prospectus during a period after Parent has notified the holders of Parent Common Stock in writing of the suspension of the use of such prospectus, (iii) failure of such holder to deliver a prospectus, as then amended or supplemented, as required by applicable laws; provided that Parent shall have delivered to such holder such prospectus, as then amended or supplemented, or (iv) any loss, liability, claim, damage or expense which, in the case of this clause (iv)a Prospectus, is finally judicially determined to have resulted from the gross negligence, willful misconduct or bad faith of any such party seeking indemnification. Each holder of Parent Common Stock, severally, but not jointly, agrees to indemnify and hold harmless Parent, (and each of Parent’s officers, directors, agents, employees and each person controlling Parent) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) described in the indemnity described above but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such holder furnished to Parent by or on behalf of such holder expressly for use in the Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that no such holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In case any such action, claim, suit, investigation or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and to assume the defense thereof; provided, however, that in the event that any such action, claim, suit, investigation or proceeding includes both an indemnified party and the indemnifying party, and such indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or if the indemnifying party fails to assume the defense of the action, claim, suit, investigation or proceeding, in either case in a timely manner, then such indemnified party may employ separate counsel to represent or defend it in any such action, claim, suit, investigation or proceeding and the indemnifying party will pay the reasonable fees and disbursements of such counsel; provided, further, that the indemnifying party will not be required to pay the fees and disbursements of more than one counsel for all indemnified parties (and one separate local counsel). In contain any action, claim, suit, investigation or proceeding the defense of which the indemnifying party assumes, the indemnified party will have the right to participate in such litigation and to retain its own counsel at such indemnified party’s own expense. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 2.2 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party or (ii) be liable for any settlement of any such action effected without its prior written consent (which consent shall not be unreasonably withheld). If the indemnification provided for in this Section 2.2 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of Parent on the one hand and the holders on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative fault of Parent on the one hand and the holders on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission omit to state a any material fact relates required to information supplied by be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The preparation and filing of the Registration Statement, and any sale covered thereby, will be at Parent's expense, except for underwriting discounts or by the holders commissions, brokers' fees and the parties’ relative intent, knowledge, access to fees and disbursements of counsel for any Holder related thereto. (c) Each Holder shall promptly provide all information reasonably requested by Parent for inclusion in the Registration Statement and opportunity to correct or prevent such statement or omission as well as any other relevant equitable considerationsProspectus. In no event shall connection with any holder sale or other disposition of Registrable Securities to be effected pursuant to the Registration Statement, Parent and each Holder will provide each other and any underwriter with customary representations, warranties, covenants, indemnification and contribution. (d) For purposes of this Agreement: (i) the term "Registrable Securities" means shares of Parent Common Stock be liable pursuant to this Section 2.2 for an amount in excess of the amount of net proceeds received acquired by such holder from the sale of Parent Common Stock pursuant to such Registration Statement, unless Parent is liable for such excess amount any Holder as a result of an untrue the conversion of such Holder's Shares pursuant to Section 2.1(c); provided however that Registrable Securities will cease to be Registrable Securities when and to the extent that (A) a registration statement covering such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective registration statement, (B) one year (and, if applicable, a number of additional days equal to the aggregate number of days during which the obligations of Parent hereunder were suspended pursuant to Section 6.15(b) or omission based upon written information furnished Suspension Notices under Section 6.15(e) were in effect) has elapsed since the Effective Time, or (C) such Registrable Securities are sold or transferred by a Holder otherwise than to another Holder; and (ii) the term "Holder" means each person who is a holder of Shares immediately prior to the Effective Time and who, within 10 days after the Effective Time, agrees in a writing in form and substance reasonably satisfactory to Parent by such holder and stated to be specifically for use in such Registration Statementbound by the provisions of this Section 6.