Common use of Registration Statement on Form S-3 Clause in Contracts

Registration Statement on Form S-3. For use in the sale of up to 25 percent (25%) of the Shares (the "UNRESTRICTED SHARES"), within 30 days of the Issue Date, the Company will prepare and file with the Securities and Exchange Commission ("SEC") a registration statement on Form S-3 (or such other form that the Company may be eligible to use) relating to the sale of the Unrestricted Shares by Holder from time to time (the "REGISTRATION STATEMENT"), and use its reasonable best efforts, subject to receipt of necessary information from Holder, to cause such Registration Statement to be declared effective by the SEC as soon as is practicable after the SEC has completed its review process. The Company agrees to use its reasonable best efforts to keep such Registration Statement effective until twelve 12 months after the issue date. The Company shall file all reports required to be filed by the Company with the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent). Notwithstanding the foregoing, following the effectiveness of the Registration Statement, the Company may, at any time, suspend the effectiveness of the Registration Statement (a "SUSPENSION PERIOD"), by giving written notice to Holder, if the Company shall have determined that the Company may be required to disclose, update, correct or provide any material corporate development or information. Holder agrees that, upon receipt of any notice from the Company of a Suspension Period, Holder will not sell any Unrestricted Shares pursuant to the Registration Statement until (i) Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) Holder has received copies of any additional or supplemental or amended prospectus, if applicable, and (iii) Holder has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will use its reasonable best efforts to ensure that the use of the Registration Statement may be resumed as soon as reasonably practicable.

Registration Statement on Form S-3. For use (a) As soon as reasonably practicable after the Closing, but in the sale of up to 25 percent (25%) of the Shares (the "UNRESTRICTED SHARES")any event on or before December 31, within 30 days of the Issue Date2000, the Company will prepare and Purchaser shall file with the Securities and Exchange Commission SEC a Registration Statement on Form S-3, any successor short-form registration statement promulgated by the SEC, or any other appropriate form of registration statement ("SECRegistration Statement") a registration statement on Form S-3 to register the resale by the Founding Stockholders of the "Registrable Securities" under the 1933 Act (or such other form that as defined in Paragraph (e) below). After the Company Registration Statement is filed, the Purchaser shall use its best efforts to (i) have the Registration Statement declared effective by the SEC, (ii) thereafter prepare and file, as the Purchaser shall determine may be eligible to use) relating required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements to the sale of prospectus contained in the Unrestricted Shares by Holder from time Registration Statement or a post-effective amendment or amendments to time (the "REGISTRATION STATEMENT")Registration Statement and, and use its reasonable best effortswith respect to any post-effective amendment, subject to receipt of necessary information from Holder, to cause such Registration Statement post-effective amendment to be declared effective by the SEC as soon as is practicable after SEC, and (iii) maintain the SEC has completed its review process. The Company agrees to use its reasonable best efforts to keep such effectiveness of the Registration Statement effective until twelve 12 months after the issue date. The Company shall file all reports required to be filed by earlier of (A) the Company with date two (2) years from the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use date of Form S-3 (or its successor or equivalent). Notwithstanding the foregoing, following the effectiveness of the Registration Statement, or (B) the Company maysale of all of the Registrable Securities pursuant to the Registration Statement. The Purchaser further agrees that it will (1) furnish to the Founding Stockholders such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders may reasonably request in order to facilitate the public offering of the Registrable Securities, (2) use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder may reasonably request in writing within twenty (20) days following the original filing of the Registration Statement, except that the Purchaser shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (3) notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, (4) notify the Founding Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (5) prepare and file with the SEC, promptly upon the request of any Founding Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for Purchaser, is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution and resale of the Registrable Securities by such Founding Stockholder, (6) prepare and promptly file with the SEC and promptly notify the Founding Stockholders of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the 1933 Act, any timeevent shall have occurred as the result of which any such prospectus or any other prospectus or prospectus supplement as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, suspend in the light of the circumstances in which they were made, not misleading, and (7) advise the Founding Stockholders, promptly after Purchaser shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Founding Stockholder hereby agrees to cooperate with all reasonable requests by Purchaser necessary to effectuate the preparation and filing of the Registration Statement and agrees to provide the Purchaser with all information required in connection therewith in a timely manner and to comply with the procedures specified in Section 6.2(b) below. (b) Prior to any sales of Registrable Securities under the Registration Statement by a Founding Stockholder, the Founding Stockholder contemplating the sales will provide Purchaser with written notice of such intention, addressed to Purchaser's Chief Financial Officer (a "SUSPENSION PERIODSale Notice"). Purchaser will notify such Founding Stockholder within two (2) business days following receipt of the Sale Notice as to whether sales by the Founding Stockholder may be made or will be limited as provided below. Upon notice from Purchaser permitting sales by the Founding Stockholder, for a period beginning on the date of receipt by the Founding Stockholder of such notice and ending 45 days thereafter (the "Window Period"), by giving written notice the Founding Stockholder may offer and sell Registrable Securities from time to Holdertime pursuant to the Registration Statement. Anything in this Agreement to the contrary notwithstanding, if the Company shall have determined that the Company may be required to disclose, update, correct or provide any material corporate development or information. Holder agrees that, upon receipt of any notice from the Company ability of a Suspension Period, Holder will not Founding Stockholder to sell any Unrestricted Shares Registrable Securities pursuant to the Registration Statement until and this Agreement shall be suspended in the event that, upon receiving a Sale Notice or during any Window Period, Purchaser's Chief Financial Officer certifies to the Founding Stockholders that, in the good faith judgment of such officer (upon consultation to the extent practicable with the Board of Directors of Purchaser), (x) the sale would interfere in any material respect with any financing, acquisition, corporate reorganization or other similar material transaction under consideration by Purchaser, or (y) there is some other material development relating to the condition (financial or otherwise) of Purchaser that has not been generally publicly disclosed and as to which Purchaser deems advisable upon the advice of counsel at the time of the Sale Notice not to publicly disclose; provided, however, that upon any such event specified in (x) or (y) above, Purchaser may not suspend sales by Founding Stockholders under the Registration Statement for a period of more than sixty (60) days from the date of such certification by Purchaser's Chief Financial Officer. If, upon receipt of the Sale Notice, Purchaser has reasonably determined that it is necessary to file and cause to be declared effective a post-effective amendment to the Registration Statement or file a new or amended prospectus supplement or to otherwise cause disclosure to be made under the 1934 Act and incorporated by reference into the Registration Statement, and Purchaser determines not to rely on the preceding sentence in order to delay the making of such disclosure, Purchaser will take such action within seven (7) business days following receipt of the applicable Sale Notice. (c) In connection with the registration of the resale of the Registrable Securities, Purchaser shall bear the following fees, costs and expenses: all registration, filing, National Association of Securities Dealers, Inc. and New York Stock Exchange or other exchange listing fees, printing expenses, fees and disbursements of counsel and accountants for Purchaser, all internal Purchaser expenses of the Purchaser and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the resale of the Registrable Securities are to be registered or qualified. Fees and disbursements of counsel and accountants for the Founding Stockholders, any underwriting discounts and commissions and transfer taxes relating to the resale of the Registrable Securities included in the offering, and any other expenses incurred by the Founding Stockholders not expressly included above, shall be borne by the Founding Stockholders. (d) With respect to such registration: (i) Holder Subject to compliance by a holder of Registrable Securities with Section 6.2(b), Purchaser will indemnify and hold harmless each holder of Registrable Securities which are included in the Registration Statement, and any underwriter (as defined in the 1933 Xxx) xxr such holder and each person, if any, who controls such holder or such underwriter within the meaning of the 1933 Act, from and against, and will reimburse such holder and each such underwriter and controlling person with respect to, any and all loss, damage, liability, cost and expense to which such holder or any such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged 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 Purchaser will not be liable in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is advised based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such holder, such underwriter or such controlling person in writing by specifically for use in the Company that the use of the applicable prospectus may be resumed, preparation thereof. (ii) Holder has received copies Each holder of any additional or supplemental or amended prospectus, if applicable, and (iii) Holder has received copies of any additional or supplemental filings Registrable Securities which are incorporated or deemed to be incorporated by reference included in such prospectus. The Company will use its reasonable best efforts to ensure that the use of the Registration Statement will indemnify and hold harmless Purchaser, its directors and officers, and any controlling person thereof and any underwriter from and against, and will reimburse Purchaser, its directors and officers, and any such controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which Purchaser or any controlling person and any underwriter may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be resumed as soon as reasonably practicablestated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by such holder specifically for use in the preparation thereof. (e) For the purposes of this Section 6.2, the term "Registrable Securities" shall mean (i) the Payment Shares and (ii) any Purchaser Common Stock or other securities of the Purchaser issued or issuable with respect to such Payment Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or a sale of all or substantially all of Purchaser's assets.

Registration Statement on Form S-3. For use 7.3.1. Promptly after the Closing, but in no case more than sixty (60) days following the sale of up to 25 percent (25%) of Closing Date, at its sole cost and expense Xxxxxx will file with the Shares SEC a registration statement (the "UNRESTRICTED SHARESRegistration Statement")) on Form S-3 or another appropriate form then available to Xxxxxx for the purpose of registering all of the Xxxxxx Shares for resale. Thereafter, Xxxxxx will use all good faith commercially reasonable efforts to cause the Registration Statement to become effective under the Securities Act (taking into account the interest of the Stockholders in having the Registration Statement become effective within 30 180 days of the Issue Closing Date, ) as promptly as practicable and to remain continuously effective until the Company will prepare and file with earlier of (i) the Securities and Exchange Commission ("SEC") a registration statement on Form S-3 (or such other form that the Company may be eligible to use) relating to the sale second anniversary of the Unrestricted Shares by Holder from time to time (the "REGISTRATION STATEMENT"), and use its reasonable best efforts, subject to receipt of necessary information from Holder, to cause date such Registration Statement to be is declared effective by the SEC as soon as is practicable after SEC, or (ii) such time at which all of the SEC has completed its review process. The Company agrees to use its reasonable best efforts to keep such Registration Statement effective until twelve 12 months after the issue date. The Company shall file all reports required to be filed by the Company with the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent)Xxxxxx Shares have been resold. 7.3.2. Notwithstanding the foregoing, Xxxxxx shall have the right upon notice to the Stockholders (the "Delay Right") to delay filing the Registration Statement or withhold efforts to cause the Registration Statement to become effective, (a) if Xxxxxx determines in good faith and after consultation with its legal counsel, the chairman of its Board of Directors, and its Lead Director that such registration is reasonably likely to (i) materially interfere with or materially affect the negotiation or completion of any material transaction (the disclosure of which Xxxxxx determines in good faith would be reasonably likely to materially impede Xxxxxx'x ability to consummate such transaction) that is being contemplated by Xxxxxx (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (ii) involve initial or continuing disclosure obligations that are reasonably likely to be materially detrimental to the interest of Xxxxxx' stockholders (other than as relating solely to the price of the stock of Xxxxxx), and (b) for so long as Xxxxxx is delayed in receiving any consent required to be given by Xxxxx Xxxxxxxx LLP with respect to incorporation in the Registration Statement of financial statements of the Acquired Companies audited by them. Additionally, Xxxxxx shall have the right (the "Suspension Right") to suspend sales under the Registration Statement, if Xxxxxx determines in good faith and after consultation with its legal counsel, the chairman of its Board of Directors, and its Lead Director that it would be materially detrimental to Xxxxxx and its stockholders to continue sales under the Registration Statement at such time and therefore Xxxxxx has elected to suspend sales of the Xxxxxx Shares under the Registration Statement. Xxxxxx agrees that it shall not exercise its Delay Right or Suspension Right (as applicable) for more than sixty (60) consecutive days in any one hundred eighty (180) day period, and not more than ninety (90) days in the aggregate in any twelve (12) month period. 7.3.3. Xxxxxx shall promptly notify the Stockholder Representative upon the occurrence of the following events: (a) the effectiveness of the Registration Statement or any post-effective amendment thereto filed with the SEC; (b) the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, ; (c) the Company may, at exercise by Xxxxxx of its Delay Right or its Suspension Right as set forth above; (d) Xxxxxx' receipt of any time, suspend notification of the effectiveness suspension of the qualification of any Xxxxxx Shares covered by the Registration Statement for sale in any jurisdiction; or (e) any other event, fact or circumstance that results in the Registration Statement or any prospectus relating to the Xxxxxx Shares or any document incorporated by reference therein containing an untrue statement of material fact or omitting to state a "SUSPENSION PERIOD"material fact required to be stated therein or necessary to make the statements therein not misleading. 7.3.4. Stockholders shall immediately cease selling Xxxxxx Shares upon their receipt of a notice described in Sections 7.3.3(b), by giving written notice to Holder, if (c) or (e) above and shall immediately cease selling Xxxxxx Shares in the Company shall have determined that the Company may be required to disclose, update, correct or provide any material corporate development or information. Holder agrees that, relevant jurisdiction upon receipt of any a notice from the Company of a Suspension Period, Holder will not sell any Unrestricted Shares pursuant to the Registration Statement until (i) Holder is advised described in writing by the Company that the use of the applicable prospectus may be resumed, (ii) Holder has received copies of any additional or supplemental or amended prospectus, if applicable, and (iii) Holder has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will use its reasonable best efforts to ensure that the use of the Registration Statement may be resumed as soon as reasonably practicable.Section 7.3.3

Registration Statement on Form S-3. For use in (a) Within sixty (60) days following the sale of up to 25 percent (25%) of the Shares (the "UNRESTRICTED SHARES"), within 30 days of the Issue Closing Date, the Company Parent will prepare and file with the Securities and Exchange Commission ("SEC") SEC a registration statement on Form S-3 (or "S-3 Registration Statement") registering the Parent Common Stock issued in the Merger for resale by the former Company Shareholders and shall use best efforts to have the S-3 Registration Statement declared effective as soon as practical thereafter. Parent will keep the S-3 Registration Statement effective for up to one year following the Closing Date, or, if earlier, until the former Company Shareholders have completed the distribution related thereto. Parent shall prepare and file with the SEC such amendments and supplements to the S-3 Registration Statement and the prospectus used in connection with such S-3 Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the S-3 Registration Statement. Parent shall furnish to the former Company Shareholders such number of copies of a prospectus in conformity with the requirements of the Securities Act, and such other form that documents as they may reasonably request in order to facilitate the disposition of the Parent Common Stock owned by them. Parent shall notify each former Company may be eligible to use) relating Shareholder by written notice to the sale address to which the letter of transmittal was sent pursuant to Section 1.9 (unless Parent is notified in writing of a different address for a shareholder) at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the Unrestricted Shares happening of any event as a result of which the prospectus included in the S-3 Registration Statement as then in effect, includes 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 in the light of the circumstances then existing. Parent shall not be required to effect the S-3 Registration Statement or any required amendment thereto or any request for acceleration of the Effective Date thereof if Parent shall furnish to the Insider Shareholders a certificate signed by Holder from time the Chairman of the Board stating that in the good faith judgment of the Board of Directors of Parent, it would be seriously detrimental to time (the "REGISTRATION STATEMENT"), and use its reasonable best efforts, subject to receipt of necessary information from Holder, to cause Parent for such S-3 Registration Statement to be effected at such time, in which event Parent shall have the right to defer filing or causing the registration statement to be declared effective by for a period of not more than 90 days in the SEC as soon as is practicable after aggregate from the SEC has completed its review process. The Company agrees to use its reasonable best efforts to keep such Registration Statement effective until twelve 12 months after the issue date. The Company shall file all reports required to be filed by the Company with the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent). Notwithstanding the foregoing, following the effectiveness date of the Registration Statementcertification. (b) It shall be a condition precedent to the obligations of Parent to take any action under this Section 6.7 that the selling former Company Shareholders shall furnish to 37. Parent such information regarding themselves, the Company may, at any time, suspend Parent Common Stock held by them and the effectiveness intended method of the Registration Statement (a "SUSPENSION PERIOD"), by giving written notice to Holder, if the Company disposition of such securities as shall have determined that the Company may be required to discloseeffect the registration of their shares. (c) Parent shall pay all expenses incurred by Parent in complying with this Section 6.7, updateincluding, correct without limitation, all registration and filing fees, printing expenses, fee and disbursements of counsel for Parent, accounting fees and any blue sky filing fees. Parent shall not pay for any underwriting discounts or provide selling commissions applicable to any material corporate development or information. Holder agrees that, upon receipt resales of any notice from the Company of a Suspension Period, Holder will not sell any Unrestricted Shares pursuant to the Registration Statement until (i) Holder is advised in writing Parent Common Stock made by the former Company that the use of the applicable prospectus may be resumed, (ii) Holder has received copies of any additional or supplemental or amended prospectus, if applicable, and (iii) Holder has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will use its reasonable best efforts to ensure that the use of the Registration Statement may be resumed as soon as reasonably practicable.Shareholders

Registration Statement on Form S-3. For use in the sale of up to 25 percent (25%a) of the Shares Within ninety (the "UNRESTRICTED SHARES"), within 30 90) calendar days of the Issue Closing Date, the Company will Buyer shall prepare and file with the Securities and Exchange Commission ("SEC") SEC a resale registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 (or such other resale registration form that the Company Buyer may then be eligible to use) relating in order to register with the sale of SEC the Unrestricted Shares resale by Holder the Qualified Shareholders, from time to time time, of the shares of Buyer Common Stock issued to them hereunder (the "REGISTRATION STATEMENT"“Relevant Shares”) on NASDAQ or the facilities of any national securities exchange on which the Buyer Common Stock are then traded, or in privately negotiated transactions (a “Registration Statement”), and . Buyer shall use its commercially reasonable best efforts, subject to receipt of necessary information from Holder, efforts to cause such Registration Statement to be declared effective by within ninety (90) calendar days thereafter and maintain the SEC as soon as is practicable after the SEC has completed its review process. The Company agrees to use its reasonable best efforts to keep such Registration Statement effective until twelve 12 for a period that will terminate upon the earlier of (i) thirty (30) months after following the issue date. The Company shall file Closing, as prolonged and extended by any Suspension Period or (ii) the date on which all reports required to be filed shares of Buyer Common Stock covered by the Company with Registration Statement are sold (such time frame, as extended from time to time, shall be referred to herein as the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent“Effective Period”). Notwithstanding Following the foregoing, following later of (i) the effectiveness of the Registration StatementStatement and (ii) the day which is six (6) months following the Closing Date (such date, the Company “Start Date”), Buyer may, at any time, suspend the effectiveness of the Registration Statement for up to an aggregate of sixty (60) calendar days, as appropriate (a "SUSPENSION PERIOD"“Suspension Period”), by giving written notice to Holderthe Qualified Shareholders, if the Company Buyer shall have determined that the Company Buyer may be required to disclose, update, correct or provide disclose any material corporate development or informationas otherwise required by applicable U.S. securities Laws. Holder agrees thatNotwithstanding the foregoing, upon receipt Buyer shall inform each Qualified Shareholder of any notice from the Company of a such Suspension Period, Holder Period and will instruct such Qualified Shareholder (and by executing this Agreement each Qualified Shareholder agrees) not to sell any Unrestricted Relevant Shares pursuant to the Registration Statement until (ia) Holder such Person is advised in writing by the Company Buyer that the use of the applicable prospectus Registration Statement may be resumed, or (iib) Holder such Person has received copies of any additional or supplemental or amended prospectus, if applicable, and or (iiic) Holder such Person has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will . (b) If the Registration Statement ceases to be effective for any reason at any time during the Effective Period, Buyer shall use its commercially reasonable best efforts to ensure that obtain the use prompt withdrawal of any order suspending the effectiveness thereof. (c) In connection with the filing of the Registration Statement may be resumed Statement, Buyer will, as soon as reasonably practicablepossible: (i) furnish to the Qualified Shareholders whose shares are covered in the Registration Statement (the “Holders”) such number of copies of the prospectus for the Registration Statement, including a preliminary prospectus (and amendments or supplements thereto), in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Relevant Shares owned by them; and (ii) promptly notify the Holders in writing at any time when a prospectus relating to the Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes 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 in the light of the circumstances then existing.

Registration Statement on Form S-3. For use in the sale of up (a) Subject to 25 percent (25%) of the Shares (the "UNRESTRICTED SHARES"Section 8.6(c), within 30 days of below, as soon as practicable after the Issue DateClosing, the Company will prepare and BVI shall file with the Securities and Exchange Commission ("SEC") SEC a registration statement Registration Statement on Form S-3 (or such other any successor form that adopted by the Company may be eligible to useSEC) relating to the sale of the Unrestricted Shares by Holder from time to time (the "REGISTRATION STATEMENTRegistration Statement"), and use its reasonable best efforts, subject ) to receipt register the resale by the Stockholders of necessary information from Holder, to cause such the Registrable Securities under the 1933 Act. After the Registration Statement is filed, BVI shall use commercially reasonable efforts to be have the Registration Statement declared effective by the SEC as soon as is practicable after the SEC has completed its review process. The Company agrees to use its reasonable best efforts to keep such Registration Statement effective until twelve 12 months after the issue date. The Company shall file all reports required to be filed by the Company with the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent). Notwithstanding the foregoing, following the effectiveness of the Registration Statement, the Company may, at any time, suspend the effectiveness of the Registration Statement until the first anniversary date of the Closing Date. In connection with such registration, BVI will additionally: (i) Prepare and file with the SEC such amendments to the Registration Statement and supplements to the prospectus contained therein as may be necessary to keep the Registration Statement effective for the period specified above; (ii) Subject to the procedure set forth in Section 8.6(b), below, furnish to the Stockholders such reasonable number of copies of the Registration Statement, preliminary prospectus, final prospectus and such other documents reasonably requested in order to facilitate the resale of the Registrable Securities; (iii) Use commercially reasonable efforts to register or qualify the securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the Stockholders may reasonably request in writing within twenty (20) days following the original filing of the Registration Statement, except that BVI shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified; (iv) Notify the Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed; (v) Notify the Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or any prospectus or for additional information;; and (vi) Advise the Stockholders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Stockholder hereby agrees to cooperate with all reasonable requests by BVI necessary to effectuate the preparation and filing of the Registration Statement, and agrees to provide BVI with all information required in connection therewith in a timely manner. (b) Prior to any sales of Registrable Securities under the Registration Statement by a Stockholder, the Stockholder contemplating the sales will provide BVI with written notice of such intention, addressed to BVI's Chief Financial Officer (a "SUSPENSION PERIODSale Notice"). BVI will notify such Stockholder within five (5) business days following receipt of the Sale Notice as to whether sales by the Stockholder may be made or will be limited as provided below. Upon notice from BVI permitting sales by the Stockholder, for a period beginning on the date of receipt by the Stockholder of such notice and ending 45 days thereafter (the "Window Period"), by giving written notice the Stockholder may offer and sell Registrable Securities from time to Holdertime pursuant to the Registration Statement. Anything in this Agreement to the contrary notwithstanding, if the Company shall have determined that the Company may be required to disclose, update, correct or provide any material corporate development or information. Holder agrees that, upon receipt of any notice from the Company ability of a Suspension Period, Holder will not Stockholder to sell any Unrestricted Shares Registrable Securities pursuant to the Registration Statement until and this Agreement shall be suspended in the event that, upon receiving a Sale Notice or during any Window Period, BVI's Chief Financial Officer notifies the Stockholder that: (i) Holder BVI has reasonably determined that it is advised necessary to file and cause to be declared effective a post-effective amendment to the Registration Statement or a prospectus supplement or to cause disclosure to be made under the Exchange Act and incorporated by reference into the Registration Statement, in writing which case BVI may give the Stockholder notice of such fact, and the requested Window Period will not begin until such disclosure has been filed or post-effective amendment has been declared effective by the Company that SEC, as the use of the applicable prospectus case may be resumed, be; or (ii) Holder that (A) the sale would interfere in any material respect with any financing, acquisition, corporate reorganization or other similar material transaction pending or under consideration by BVI, or (B) there is some other material development relating to the condition (financial or otherwise) of BVI that has received copies not been generally publicly disclosed and that, under such circumstances for overriding business reasons, disclosure would be inadvisable; provided, however, that (1) BVI shall promptly notify the Stockholder submitting the Sale Notice following any subsequent disclosure of any additional or supplemental or amended prospectus, if applicablesuch development, and (iii2) Holder once BVI has received copies determined that public disclosure of such development is appropriate, it shall proceed with diligence and all practicable speed to make such disclosure. (c) If at any additional or supplemental filings which time following the date of this Agreement, BVI shall be ineligible to register its securities on Form S-3, then (i) BVI shall not be obligated to effect any registration of the Registrable Securities under Section 8.6(a) until such time as BVI becomes eligible to use Form S-3 (provided, however, that if at the time such eligibility is restored all of the Registrable Securities held by a Stockholder are incorporated or deemed then eligible for sale during any given three (3) month period under Rule 144 under the Securities Act, BVI will have no further registration obligation under Section 8.6(a) with respect to be incorporated by reference in such prospectus. The Company will use its reasonable best efforts to ensure that the use of Stockholder's Registrable Securities); and (ii) if the Registration Statement has become effective under the 1933 Act, BVI may file an amendment to the Registration Statement deregistering any Registrable Securities remaining unsold at the time that BVI became ineligible to use Form S-3. BVI will provide prompt notice to the Stockholders of any ineligibility to use Form S-3 and of any deregistration of the Registrable Securities under this Section. (d) In connection with the registration of the Registrable Securities, BVI shall bear the following fees, costs and expenses: all registration, filing NASD and Nasdaq National Market or exchange listing fees, printing expenses, fees and disbursements of counsel and accountants for BVI, all internal BVI expenses and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the Registrable Securities are to be resumed as soon as reasonably practicableregistered or qualified. Fees and disbursements of counsel and accountants for the Stockholders, underwriting discounts and commissions and transfer taxes relating to the Registrable Securities included in the offering, and any other expenses incurred by the Stockholders not expressly included above, shall be borne by the Stockholders. (e) For the purposes of this Section 8.6, the term "Registrable Securities" shall mean (i) the Restricted Shares, and (ii) any BVI Common Stock issued or issuable with respect to such Restricted Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

Registration Statement on Form S-3. For use in the sale of up to 25 percent (25%) of the Shares (the "UNRESTRICTED SHARES"), within 30 days of the Issue Date, the Company The Acquiror will prepare and file with the Securities and Exchange Commission ("SEC") a registration statement (“Registration Statement”) on Form S-3 (or such other form that so long as the Company may be Acquiror is then eligible to useuse such form) relating with respect to the sale resale of the Unrestricted Shares by Holder from time to time shares of Initial Stock Consideration within thirty (30) days following the "REGISTRATION STATEMENT")Closing Date and within thirty (30) days of the payment of any Earn-Out Stock Consideration with respect thereto, and will use its reasonable best efforts, subject efforts to receipt of necessary information from Holder, to (i) cause such Registration Statement to be declared effective by the SEC as soon as is practicable after the SEC has completed its review process. The Company agrees to use its reasonable best efforts to thereafter and (ii) keep such Registration Statement registration statement effective until twelve 12 months after the issue date. The Company shall file all reports required for a period of up to be filed by the Company with the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 two (or its successor or equivalent). Notwithstanding the foregoing, 2) years following the effectiveness of such registration statement or, if earlier, until the distribution contemplated in the registration statement has been completed. The Acquiror shall pay the legal fees for its own counsel, and the documented and reasonable fees and expenses of one counsel for the Selling Stockholders not to exceed (i) $35,000 in the aggregate in connection with the initial Registration Statement and (ii) $10,000 in the aggregate in connection with each subsequent Registration Statement, as well as the filing fees associated with such Registration Statement, but the holders of Target Capital Stock (as used in this Section 5.14, each a “Selling Stockholder” and together, the “Selling Stockholders”) shall pay any underwriting discounts or commissions associated with sales of shares pursuant to the registration statement. The Acquiror’s obligations to include any particular Selling Stockholder in such Registration Statement pursuant to this Section 5.14 shall be conditioned upon receipt from such Selling Stockholder of such information concerning such Selling Stockholder as is required to be set forth in the Registration Statement under the Securities Act and applicable rules and regulations thereunder. The Acquiror may by written notice to the Selling Stockholders, require that the Selling Stockholders immediately cease the sale of shares pursuant to such Registration Statement if the Acquiror’s Board of Directors determines in good faith that, due to pending material corporate developments, it is in the best interests of the stockholders of the Acquiror to suspend the use of the Registration Statement. Upon receipt of such notice, the Company may, at Selling Stockholders shall immediately discontinue any time, suspend the effectiveness of the Registration Statement (a "SUSPENSION PERIOD"), by giving written notice to Holder, if the Company shall have determined that the Company may be required to disclose, update, correct or provide any material corporate development or information. Holder agrees that, upon receipt of any notice from the Company of a Suspension Period, Holder will not sell any Unrestricted Shares pursuant to sales under the Registration Statement until (i) Holder is advised in writing by the Company Acquiror that the use of the applicable prospectus such Registration Statement may again be resumed, (ii) Holder has received copies of any additional or supplemental or amended prospectus, if applicableused. The Selling Stockholders severally, and (iii) Holder has received copies not jointly, shall indemnify and hold harmless the Acquiror, each of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will use its reasonable best efforts to ensure that the use directors, each of its officers who sign the Registration Statement and each person, if any, who controls the Acquiror within the meaning of the Securities Act, against any Damages (as hereinafter defined) to which such indemnified persons become subject under the Securities Act or the Exchange Act or any other federal or state statutory law or regulation insofar as such Damages arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement or the prospectus contained therein or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the written information furnished to the Acquiror by or on behalf of such Selling Stockholder for the express purpose of inclusion in such Registration Statement or the prospectus contained therein or any amendment or supplement thereto. In addition to the foregoing, the Acquiror shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such registration statement as may be resumed necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement; (b) furnish to the Selling Stockholders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as soon they may reasonably request in order to facilitate the disposition of Stock Consideration owned by them; (c) use all commercially reasonable efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably practicablerequested by the Selling Stockholders, provided that the Acquiror shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; (d) notify each Selling Stockholder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes 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 in the light of the circumstances then existing; (e) cause all such Stock Consideration registered pursuant to this Section 5.14 to be listed on a national exchange or trading system and on each securities exchange and trading system on which similar securities issued by the Acquiror are then listed; and (f) provide a transfer agent and registrar for all Stock Consideration registered pursuant to this Agreement and a CUSIP number for all such Stock Consideration, in each case not later than the effective date of such registration.

Registration Statement on Form S-3. For use in (a) As soon as reasonably practicable after the sale of up Closing (but without obligation to 25 percent (25%) of the Shares (the "UNRESTRICTED SHARES"do so earlier than September 11, 1998), within 30 days of the Issue Date, the Company will prepare and BVI shall file with the Securities and Exchange Commission ("SEC") SEC a registration statement Registration Statement on Form S-3 or any successor short-form registration statement promulgated by the SEC (or such other form that "Registration Statement") to register the Company resale by the Stockholders of the Registrable Securities under the 1933 Act. After the Registration Statement is filed, BVI shall use reasonable best efforts to (i) have the Registration Statement declared effective by the SEC, (ii) thereafter prepare and file, as BVI shall determine may be eligible to use) relating required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements to the sale of prospectus contained in the Unrestricted Shares by Holder from time Registration Statement or a post-effective amendment or amendments to time (the "REGISTRATION STATEMENT")Registration Statement and, and use its reasonable best effortswith respect to any post-effective amendment, subject to receipt of necessary information from Holder, to cause such Registration Statement post-effective amendment to be declared effective by the SEC SEC, (iii) maintain the effectiveness of the Registration Statement until the earlier of (A) the date two years from the date of effectiveness of the Registration Statement, or (B) the sale of all of the Registrable Securities pursuant to the Registration Statement. BVI further agrees that it will (i) furnish to the Stockholders and to the underwriters of the Registrable Securities, if any, such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as soon as is practicable after such Stockholders may reasonably request in order to facilitate the SEC has completed its review process. The Company agrees to public offering of the Registrable Securities (ii) use its reasonable best efforts to keep such register or qualify the Registrable Securities covered by the Registration Statement effective until twelve 12 months after under such state securities or blue sky laws of such jurisdictions as the issue date. The Company shall file all reports required to be filed by the Company with the SEC Stockholders may reasonably request in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent). Notwithstanding the foregoing, writing within 20 days following the effectiveness original filing of the Registration Statement, except that BVI shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (iii) notify the Company mayStockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, (iv) notify the Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (v) prepare and file with the SEC, promptly upon the request of any Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for the Stockholders (and concurred in by counsel for BVI), is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution of the Registrable Securities by such Stockholder, (vi) prepare and promptly file with the SEC and promptly notify the Stockholders of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the 1993 Act, any timeevent shall have occurred as the result of which any such prospectus or any other prospectus or prospectus supplement as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, suspend in the light of the circumstances in which they were made, not misleading, and (vii) advise the Stockholders, promptly after BVI shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement (a "SUSPENSION PERIOD"), by giving written notice to Holder, if or the Company shall have determined that the Company may be required to disclose, update, correct initiation or provide any material corporate development or information. Holder agrees that, upon receipt threatening of any notice from the Company of a Suspension Period, Holder will not sell any Unrestricted Shares pursuant to the Registration Statement until (i) Holder is advised in writing by the Company proceeding for that the use of the applicable prospectus may be resumed, (ii) Holder has received copies of any additional or supplemental or amended prospectus, if applicable, purpose and (iii) Holder has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will promptly use its reasonable best efforts to ensure that prevent the use issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Stockholder hereby agrees to cooperate with all reasonable requests by BVI necessary to effectuate the preparation and filing of the Registration Statement and agrees to provide the Company with all information required in connection therewith in a timely manner and to comply with the procedures specified in Section 7.6(b) below. (b) Prior to any sales of Registrable Securities under the Registration Statement by a Stockholder, the Stockholder contemplating the sales will provide BVI with written notice of such intention, addressed to BVI's Chief Financial Officer (a "Sale Notice"). BVI will notify such Stockholder within two (2) business days following receipt of the Sale Notice as to whether sales by the Stockholder may be resumed made or will be limited as soon provided below. Upon notice from BVI permitting sales by the Stockholder, for a period beginning on the date of receipt by the Stockholder of such notice and ending 45 days thereafter (the "Window Period"), the Stockholder may offer and sell Registrable Securities from time to time pursuant to the Registration Statement. Anything in this Agreement to the contrary notwithstanding, the ability of a Stockholder to sell Registrable Securities pursuant to the Registration Statement and this Agreement shall be suspended in the event that, upon receiving a Sale Notice or during any Window Period, BVI's Chief Financial Officer certifies to the Stockholders that, in the good faith judgment of such officer (upon consultation to the extent practicable with the Board of Directors of BVI to the extent practicable), (A) the sale would interfere in any material respect with any financing, acquisition, corporate reorganization or other similar material transaction under consideration by BVI, or (B) there is some other material development relating to the condition (financial or otherwise) of BVI that has not been generally publicly disclosed and as to which BVI deems advisable upon the advice of counsel at the time of the Sale Notice not to publicly disclose; provided, however, that, upon any such event specified in (A) or (B) above, BVI may not suspend sales by Stockholders under the Registration Statement for a period of more than forty-five (45) days from the date of such certification by BVI's Chief Financial Officer. If, upon receipt of the Sale Notice, BVI has reasonably practicabledetermined that it is necessary to file and cause to be declared effective a post-effective amendment to the Registration Statement or file a new or amended prospectus supplement or to otherwise cause disclosure to be made under the 1934 Act and incorporated by reference into the Registration Statement, and BVI determines not to rely on the proviso set forth in the preceding sentence in order to delay the making of such disclosure, BVI will take such action within seven (7) business days following receipt of the applicable Sale Notice. (c) If at any time following the date of this Agreement, BVI shall be ineligible to register its securities on Form S-3 (other than by reason of gross negligence or willful violation of BVI's covenant in Section 12.3(b) and 12.3(d) hereof) then (i) BVI shall not be obligated to effect any registration of the Registrable Securities under Section 7.6(a) until such time as BVI becomes eligible to use Form S-3 (provided, however, that if at the time such eligibility is restored all of the Registrable Securities held by a Stockholder are then eligible for sale during any given three (3) month period under Rule 144 under the Securities Act, BVI will have no further registration obligation under Section 7.6(a) with respect to such Stockholder's Registrable Securities); and (ii) if the Registration Statement has become effective under the 1933 Act, BVI may file an amendment to the Registration Statement deregistering any Registrable Securities remaining unsold at the time that BVI became ineligible to use Form S-3. In the event that BVI becomes ineligible to use Form S-3 through its gross negligence or willful misconduct and such ineligibility remains uncured for a period of 10 days, BVI's obligation to register the Registrable Securities will be deemed to extend to registration on Form X-0, X-0 or other applicable forms promulgated by the SEC. BVI will provide prompt notice to the Stockholders of any ineligibility to use Form S-3 and of any deregistration of the Registrable Securities under this Section. (d) In connection with the registration of the Registrable Securities, BVI shall bear the following fees, costs and expenses: all registration, filing NASD and Nasdaq National Market or exchange listing fees, printing expenses, fees and disbursements of counsel and accountants for BVI, all internal BVI expenses and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the Registrable Securities are to be registered or qualified. Fees and disbursements of counsel and accountants for the Stockholders, underwriting discounts and commissions and transfer taxes relating to the Registrable Securities included in the offering, and any other expenses incurred by the Stockholders not expressly included above, shall be borne by the Stockholders. (e) With respect to such registration: (i) Subject to compliance by a holder of Registrable Securities with Section 7.6(b), BVI will indemnify and hold harmless each holder of Registrable Securities which are included in the Registration Statement, and any underwriter (as defined in the 0000 Xxx) for such holder and each person, if any, who controls such holder or such underwriter within the meaning of the 1933 Act, from and against, and will reimburse such holder and each such underwriter and controlling person with respect to, any and all loss, damage, liability, cost and expense to which such holder or any such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged 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 BVI will not be liable in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such holder, such underwriter or such controlling person in writing specifically for use in the preparation thereof. (ii) Each holder of Registrable Securities which are included in the Registration Statement will indemnify and hold harmless BVI, its directors and officers, and any controlling person thereof and any underwriter from and against, and will reimburse BVI, its directors and officers, and any such controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which BVI or any controlling person and any underwriter may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by such holder specifically for use in the preparation thereof. (f) For the purposes of this Section 7.6, the term "Registrable Securities" shall mean (i) the Restricted Shares, and (ii) any BVI Common Stock issued or issuable with respect to such Restricted Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or a sale of substantially all of BVI's assets.

Registration Statement on Form S-3. For use in Subject to compliance with SEC regulations under the sale Securities Act, including the requirement that current financial information is available as a condition to effectiveness of up to 25 percent (25%) of certain registration statements filed under the Shares (the "UNRESTRICTED SHARES")Securities Act, within 30 days of the Issue Date, the Company will prepare and I-trax shall file with the Securities and Exchange Commission ("SEC") SEC a registration statement on Form S-3 (or in the form of Exhibit G attached hereto as amended in such other form that respects as I-trax determines in necessary to comply with its obligations under the Company may be eligible securities laws covering I-trax Common Shares issuable in the First Merger and the I-trax Common Shares issueable upon conversion of I-trax Preferred Shares in the First Merger. I-trax shall use its commercially reasonable efforts to use) relating cause such Form S-3 to become effective promptly. I-trax shall promptly convey to CHDM and its counsel all correspondence with the SEC related to the Form S-3. I-trax shall keep such registration statement effective for a period of two years from its initial effective date. I-trax will cause its executive officers to enter into lock-up agreements prohibiting the sale of their I-trax stock until such time as the Unrestricted Shares Form S-3 has been effective for 90 days. CHDM Representative will cause its executive officers to enter into lock-up agreements prohibiting the sale of their I-trax stock until such time as the Form S-3 has been effective for 90 days. All fees, disbursements and out-of-pocket expenses and costs incurred by Holder from time to time I-trax in connection with the preparation and filing of the Form S-3 and in complying with applicable Federal and state securities laws (the "REGISTRATION STATEMENT")including, and use its reasonable best effortswithout limitation, subject to receipt all attorneys' fees of necessary information from Holder, to cause such Registration Statement to I-trax) shall be declared effective borne by the SEC as soon as is practicable after the SEC has completed its review processI-trax. The Company agrees former CHDM Stockholders shall bear the cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to the shares being registered and the fees and expenses of their counsel. I-trax shall use its reasonable best efforts to keep qualify any of the registered I-trax Common Stock for sale in such Registration Statement effective until twelve 12 months after states as any former CHDM Stockholder reasonably designates. However, I-trax shall not be required to qualify in any state which will require an escrow or other restriction relating to I-trax and/or the issue datesellers, or which will require I-trax to qualify to do business in such state or require I-trax to file therein any general consent to service of process. The Company shall file all reports I-trax at its expense will supply the former CHDM Stockholders with copies of the Form S-3 and any prospectus included therein and other related documents in such quantities as may be reasonably requested by the former CHDM Stockholders. I-trax will indemnify and hold harmless the former CHDM Stockholders and their affiliates against any liability or expense under the Securities Act of 1933 or otherwise, insofar as such liability or expense is caused by any untrue statement or alleged untrue statement of any material fact contained in the Form S-3, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be filed by stated therein or necessary to make the Company with the SEC statements therein, in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent). Notwithstanding the foregoing, following the effectiveness light of the Registration Statementcircumstances in which they were made, not misleading; provided, however, that I-trax will not be liable to the Company may, at extent that any time, suspend such liability or expense arises out of an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by such former CHDM Stockholder in writing specifically for use in the effectiveness preparation of the Registration Statement (a "SUSPENSION PERIOD"), by giving written notice to Holder, if the Company shall have determined that the Company may be required to disclose, update, correct or provide any material corporate development or information. Holder agrees that, upon receipt of any notice from the Company of a Suspension Period, Holder will not sell any Unrestricted Shares pursuant to the Registration Statement until (i) Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) Holder has received copies of any additional or supplemental or amended prospectus, if applicable, and (iii) Holder has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will use its reasonable best efforts to ensure that the use of the Registration Statement may be resumed as soon as reasonably practicableForm S-3.

Registration Statement on Form S-3. For The Acquiror will use in the sale of up its commercially reasonable efforts to 25 percent (25%) of the Shares (the "UNRESTRICTED SHARES"), within 30 days of the Issue Date, the Company will prepare and file with the Securities and Exchange Commission ("SEC") a registration statement Registration Statement on Form S-3 (or such other form that so long as the Company may be Acquiror is then eligible to useuse such form) relating with respect to the sale resale of the Unrestricted Shares by Holder from time shares of Stock Consideration within 10 days following the filing of the Acquiror’s Item 2.01 8-K/A with respect to time (the "REGISTRATION STATEMENT")Purchase that contains all financial statements required to be filed as exhibits thereto, and will use its commercially reasonable best efforts, subject efforts to receipt of necessary information from Holder, to (i) cause such Registration Statement to be declared effective by the SEC as soon as is practicable after thereafter and (ii) keep such registration statement effective for a period of up to one hundred eighty (180) days following the SEC termination of the Escrow Fund pursuant to Section Nine or, if earlier, until the distribution contemplated in the registration statement has completed its review processbeen completed. The Company agrees Acquiror shall pay the legal fees for its own counsel, as well as the filing fees associated with such registration statement but the Selling Stockholders shall pay their own legal fees as well as any underwriting discounts or commissions associated with sales of shares pursuant to use its reasonable best efforts the registration statement. The Acquiror’s obligations pursuant to keep this Section 6.17 shall be conditioned upon receipt from each Selling Stockholder of such information concerning such Selling Stockholder as is required to be set forth in the Registration Statement under the Securities Act and applicable rules and regulations thereunder. The Acquiror may by written notice to the Selling Stockholders, require that the Selling Stockholders immediately cease the sale of shares pursuant to such Registration Statement effective until twelve 12 months after if the issue date. The Company shall file all reports required Acquiror’s Board of Directors determines in good faith that, due to be filed by pending material corporate developments, it is in the Company with best interests of the SEC in a timely manner and take all other necessary action so as stockholders of the Acquiror to maintain such eligibility for suspend the use of Form S-3 (or its successor or equivalent). Notwithstanding the foregoing, following the effectiveness of the Registration Statement. Upon receipt of such notice, the Company may, at Selling Stockholders shall immediately discontinue any time, suspend the effectiveness of the Registration Statement (a "SUSPENSION PERIOD"), by giving written notice to Holder, if the Company shall have determined that the Company may be required to disclose, update, correct or provide any material corporate development or information. Holder agrees that, upon receipt of any notice from the Company of a Suspension Period, Holder will not sell any Unrestricted Shares pursuant to sales under the Registration Statement until (i) Holder is advised in writing by the Company Acquiror that such Registration Statement may again be used. The Selling Stockholders severally, and not jointly, shall indemnify and hold harmless the use Acquiror, each of its directors, each of its officers who sign the Registration Statement and each person, if any, who controls the Acquiror within the meaning of the applicable prospectus may be resumedSecurities Act, against any Damages (as hereinafter defined) to which such indemnified persons become subject under the Securities Act or the Exchange Act or any other federal or state statutory law or regulation insofar as such Damages arise out of or are based upon (i) any failure on the part of the Selling Stockholder to comply with the covenants or agreements herein or (ii) Holder has received copies any untrue or alleged untrue statement of any additional or supplemental or amended prospectus, if applicable, and (iii) Holder has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference material fact contained in such prospectus. The Company will use its reasonable best efforts to ensure that the use of the Registration Statement or the prospectus contained therein or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the written information furnished to the Acquiror by or on behalf of such Selling Stockholder for the express purpose of inclusion in such Registration Statement or the prospectus contained therein or any amendment or supplement thereto. In addition to the foregoing, the Acquiror shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be resumed necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (b) furnish to the Selling Stockholders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as soon they may reasonably request in order to facilitate the disposition of Stock Consideration owned by them; (c) use all commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably practicablerequested by the Selling Stockholders, provided that the Acquiror shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; (d) notify each Selling Stockholder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes 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 in the light of the circumstances then existing; (e) cause all such Stock Consideration registered pursuant to this Section 6.17 to be listed on a national exchange or trading system and on each securities exchange and trading system on which similar securities issued by the Acquiror are then listed; and (f) provide a transfer agent and registrar for all Stock Consideration registered pursuant to this Agreement and a CUSIP number for all such Stock Consideration, in each case not later than the effective date of such registration.

Registration Statement on Form S-3. For use (a) If requested by the Company in writing prior to Closing, then within the sale later of up to 25 percent (25%i) of 15 Business Days following such written request and (ii) the Shares (second Business Day following the "UNRESTRICTED SHARES"), within 30 days of the Issue Closing Date, the Company will Parent shall prepare and file with the Securities and Exchange Commission ("SEC") SEC a resale registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 (or such other resale registration form that the Company Parent may then be eligible to use) relating in order to register with the sale of SEC the Unrestricted Shares resale by Holder the Company Shareholders, from time to time time, of the shares of Parent Common Stock issued to them hereunder (including such shares deposited in the Escrow Fund) (the "REGISTRATION STATEMENT"“Relevant Shares”) on the NYSE or the facilities of any national securities exchange on which the Parent Common Stock are then traded, or in privately negotiated transactions (a “Registration Statement”), and . Parent shall use its commercially reasonable best efforts, subject to receipt of necessary information from Holder, efforts to cause such Registration Statement to be declared effective by the SEC as soon as is reasonably practicable after thereafter and maintain the SEC has completed its review process. The Company agrees to use its reasonable best efforts to keep such Registration Statement effective until twelve 12 for a period that will terminate upon the earlier of (i) thirty (30) months after following the issue date. The Company shall file Closing, as prolonged and extended by any Suspension Period or (ii) the date on which all reports required to be filed shares of Parent Common Stock covered by the Company with Registration Statement are sold (such time frame, as extended from time to time, shall be referred to herein as the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent“Effective Period”). Notwithstanding Following the foregoing, following later of (i) the effectiveness of the Registration StatementStatement and (ii) the day which is six (6) months following the Closing Date (such date, the Company “Start Date”), Parent may, at any time, suspend the effectiveness of the Registration Statement for up to an aggregate of 60 days, as appropriate (a "SUSPENSION PERIOD"“Suspension Period”), by giving written notice to Holderthe Company Shareholders, if the Company Parent shall have determined that the Company Parent may be required to disclose, update, correct or provide disclose any material corporate development or informationas otherwise required by applicable U.S. securities Laws. Holder agrees thatNotwithstanding the foregoing, upon receipt Parent may not suspend the effectiveness of the Registration Statement more than two times during any twelve-month period following the Start Date, subject to applicable U.S. securities Laws. Parent shall inform each Company Shareholder of any notice from the such Suspension Period and will instruct such Company of a Suspension Period, Holder will Shareholders (and by executing this Agreement each Company Shareholder agrees) not to sell any Unrestricted Relevant Shares pursuant to the Registration Statement until (ia) Holder such Person is advised in writing by the Company Parent that the use of the applicable prospectus Registration Statement may be resumed, or (iib) Holder such Person has received copies of any additional or supplemental or amended prospectus, if applicable, and or (iiic) Holder such Person has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will . (b) If the Registration Statement ceases to be effective for any reason at any time during the Effective Period, Parent shall use its commercially reasonable best efforts to ensure that obtain the prompt withdrawal of any order suspending the effectiveness thereof. If a Registration Statement is filed, Parent shall use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as is reasonably practicable and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective until the end of the Effective Period. (c) In connection with the filing of the Registration Statement may be resumed Statement, Parent will, as soon as reasonably practicablepossible: (i) furnish to the Company Shareholders whose shares are covered in the Registration Statement (the “Holders”) such number of copies of the prospectus for the Registration Statement, including a preliminary prospectus (and amendments or supplements thereto), in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Relevant Shares owned by them; (ii) use its reasonable commercial efforts to register and qualify the Relevant Shares covered by such Registration Statement under such other United States securities or blue sky Laws of such jurisdictions within the United States as will be reasonably requested by the Company Shareholders; provided that Parent will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such state or jurisdiction unless Parent is already so qualified or subject to service of process, respectively, in such jurisdiction; and (iii) promptly notify the Company Shareholders in writing at any time when a prospectus relating to the Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes 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 in the light of the circumstances then existing.