Common use of Registration Upon Demand Clause in Contracts

Registration Upon Demand. At any time after the date hereof and for so long as there are any Registrable Shares, upon the written request of the Lead Holder acting on behalf of Holders holding an amount of Registrable Shares equal to at least ten percent (10%) of the Original Amount (a “Demand Request”), the Issuer shall prepare a registration statement (a “Demand Registration Statement”) on (i) if the Issuer is then S-3 Eligible, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act, for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415); provided, that the aggregate offering price applicable to any Demand Registration Statement so requested to be filed shall not be less than $75 million (determined by multiplying the number of Registrable Shares to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the Issuer). The Demand Request shall specify, for each Holder, the number of Registrable Shares to be included in such Demand Registration Statement for such Holder’s account. If the Issuer is ASRS Eligible at the time any Demand Request is received for a shelf registration statement, the Issuer shall use commercially reasonable efforts to cause the Demand Registration Statement to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with the SEC as promptly as reasonably practicable following the receipt of the Demand Request, (ii) to become effective as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or (B) if earlier, the 30th day (90th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”). No more than three (3) Demand Requests may be made. In no event shall the Issuer be required to include a Holder’s Registrable Shares in a Demand Registration Statement if such Holder included in any Section 2.10 Registration Statement declared effective within the 60 calendar days preceding the Demand Request relating to such Demand Registration Statement all of the Registrable Shares such Holder sought to be included in such Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End Date).

Registration Upon Demand. At any time after the date hereof and for so long as there are any Registrable SharesShares (including shares issuable upon conversion of outstanding shares of New DHC Preferred Stock), upon the written request of the Lead Holder acting on behalf of Holders holding an amount of Registrable Shares equal to at least ten five percent (105%) of the Original Amount Registrable Shares then outstanding (a “Demand Request”), the Issuer New DHC shall prepare a registration statement on the appropriate form under the Securities Act (a “Demand Registration Statement”) on (i) if the Issuer is then S-3 Eligible, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act), for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415); provided, that the aggregate offering price applicable to any Demand Registration Statement so requested to be filed shall not be less than $75 million (determined by multiplying the number of Registrable Shares to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the Issuer)Request. The Demand Request shall specify, for each Holder, the number of Registrable Shares to be included in such Demand Registration Statement for such Holder’s account. If ; provided that the Issuer is ASRS Eligible at the time aggregate Market Value of Registrable Shares so specified in any such Demand Request is received for a shelf registration statement, shall be not less than $100,000,000 (as of the Issuer most recent trading day preceding the delivery of such Demand Request to New DHC). New DHC shall use commercially reasonable efforts efforts, subject to Sections 2.04 and 2.05, to cause the Demand Registration Statement to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement to: (i) to be filed with the SEC as promptly as reasonably practicable following the after New DHC’s receipt of the Demand RequestRequest (but in any event within 30 days of receipt of such request), (ii) to become effective as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or (B) if earlier, and if the Demand Registration Statement relates to an offering made on a delayed or continuous basis under Rule 415, the 30th day (90th 120th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (effective. Holders shall have the ending date specified in this clause (iii), the “Effectiveness End Date”). No more than right to make a total of three (3) Demand Requests may be madehereunder. In no event Notwithstanding anything contained in this Agreement to the contrary, New DHC shall the Issuer not be required to include a Holder’s Registrable Shares in prepare or file a Demand Registration Statement if such Holder included for Registrable Shares identified in any Section 2.10 Registration Statement declared effective within the 60 calendar days preceding the Demand Request relating if New DHC shall have effected a registration of shares of New DHC common stock at any time during the immediately preceding six month period. The Effectiveness Period referred to such Demand Registration Statement all above shall be extended by the number of days covered by any Blackout Period and/or the Registrable Shares such Holder sought number of days during which the use of any prospectus is suspended pursuant to be included in such Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (2.05 or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End DateSection 3.01(i).

Registration Upon Demand. At any time commencing upon the earlier of (i) sixty (60) days after the date hereof of the closing of the transactions contemplated by the Merger Agreement and (ii) the date of the termination of the Merger Agreement in accordance with its terms, and for so long as there are any Registrable Shares, upon the written request of the Lead Holder acting on behalf of one or more Holders holding an amount of Registrable Shares equal to at least ten percent (10%) of the Original Amount (a “Demand Request”), the Issuer shall prepare a registration statement (a “Demand Registration Statement”) on (i) if the Issuer is then S-3 Eligible, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act, for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415); provided, that the aggregate offering price applicable to any Demand Registration Statement so requested to be filed shall not be less than $75 50 million (determined by multiplying the number of Registrable Shares to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the Issuer). The Demand Request shall specify, for each Holder, the number of Registrable Shares to be included in such Demand Registration Statement for such Holder’s accountaccount and such Holder’s intended method of distribution. If the Issuer is ASRS Eligible at the time any Demand Request is received for a shelf registration statement, the Issuer shall use commercially reasonable efforts to cause the Demand Registration Statement to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with the SEC as promptly as reasonably practicable following the receipt of the Demand Request, (ii) to become effective as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or (B) if earlier, the 30th 90th day (90th 180th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”). No more than three four (34) Demand Requests may be made. In no event shall the Issuer be required to include a Holder’s Registrable Shares in a Demand Registration Statement if such Holder included in any Section 2.10 Registration Statement declared effective within the 60 calendar days preceding the Demand Request relating to such Demand Registration Statement all of the Registrable Shares such Holder sought to be included in such Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End Date).

Registration Upon Demand. (i) At any time on or after the earlier ------------------------ to occur of (x) the second anniversary of the Closing Date or (y) the Lock-up Termination Date, one or more Holders that in the aggregate beneficially own at least 50% of the Registrable Securities issued or issuable upon the conversion of Series A Preferred or exercise of Warrants may make a demand that the Company effect the registration of all or part of such Holders' Registrable Securities (a "Demand Registration"). Upon receipt of a valid request for a Demand ------------------- Registration, the Company shall promptly, and in any event no later than 15 days after such receipt, notify all other Holders of the making of such demand and shall use its best efforts to register under the Act as expeditiously as may be practicable the Registrable Securities that Holders have requested the Company to register in accordance with this Section 2.1. Notwithstanding the foregoing, the Company shall not be required to effect any registration if the Registrable Securities that the Company shall have been requested to register shall, in the aggregate, have a current market value of less than $5,000,000. The Holders shall have the right to one Demand Registration pursuant to this Section 2.1(a)(i). Notwithstanding Section 2.1(a)(ii), if any registration demand is made by Holders beneficially owning 50% or more of the Registrable Securities, and no Demand Registration has been made prior to such time, then such registration demand shall be treated for purposes of this Agreement as a Demand Registration, regardless of the registration form used (including Form S-3). (ii) Notwithstanding Section 2.1(a)(i) hereof, and in addition to the rights granted under Section 2.1(a)(i) hereof, at any time after the date hereof and for so long as there are Company becomes eligible to register its securities on Form S-3 (or any Registrable Sharessuccessor form), upon one or more holders that in the written request aggregate beneficially own at least 20% of the Lead Holder acting on behalf Registrable Securities may make a demand that the Company effect the registration of all or part of such Holders' Registrable Securities (an "S-3 --- Demand Registration"). Upon receipt of a valid request for an S-3 Demand ------ ------------ Registration, the Company shall promptly, in and any event no later than 15 days after such receipt, notify all other Holders holding an amount of Registrable Shares equal to at least ten percent (10%) of the Original Amount (a “Demand Request”)making of such demand and shall use its best efforts to register under the Act as expeditiously as may be practicable the Registrable Securities which Holders have requested the Company to register in accordance with this Section 2.1. Notwithstanding the foregoing, the Issuer shall prepare a registration statement (a “Demand Registration Statement”) on (i) if the Issuer is then S-3 Eligible, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act, for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415); provided, that the aggregate offering price applicable to any Demand Registration Statement so requested to be filed Company shall not be required to effect any registration if the Registrable Securities that the Company shall have been requested to register shall, in the aggregate, have a current market value of less than $75 million (determined by multiplying the number of Registrable Shares to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the Issuer)1,000,000. The Holders shall have the right to two S-3 Demand Request shall specify, for each Holder, the number of Registrable Shares Registrations pursuant to be included in such Demand Registration Statement for such Holder’s account. If the Issuer is ASRS Eligible at the time any Demand Request is received for a shelf registration statement, the Issuer shall use commercially reasonable efforts to cause the Demand Registration Statement to be an ASRS. Subject to this Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with the SEC as promptly as reasonably practicable following the receipt of the Demand Request, (ii) to become effective as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or (B) if earlier, the 30th day (90th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”). No more than three (3) Demand Requests may be made. In no event shall the Issuer be required to include a Holder’s Registrable Shares in a Demand Registration Statement if such Holder included in any Section 2.10 Registration Statement declared effective within the 60 calendar days preceding the Demand Request relating to such Demand Registration Statement all of the Registrable Shares such Holder sought to be included in such Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End Date2.1(a)(ii).

Registration Upon Demand. (1) At any time after the date hereof and for so long as there are any Registrable Sharesthird anniversary of this Agreement, upon the written request each of the Lead Holder acting on behalf of one or more Holders holding an amount of Registrable Shares equal to at least ten percent Securities may make a written demand (10%an "Ordinary Demand Notice") of that the Original Amount (a “Demand Request”), Company file with the Issuer shall prepare Commission a registration statement to effect the registration (an "Ordinary Demand Registration," and collectively with an Initial Demand Registration, a “Contingent Demand Registration and a Tax Demand Registration, each a "Demand Registration") of all or part of such Holders' Registrable Securities (as applicable, an "Ordinary Demand Registration Statement”) on (i) if the Issuer is then S-3 Eligible," and collectively with any Initial Demand Registration Statement, a Contingent Demand Registration Statement and a Tax Demand Registration Statement, each a "Demand Registration Statement"). Ordinary Demand Registrations will be Short-Form S-3 Registrations whenever the Company is permitted to use Form F-2 or (ii) if the Issuer is not then S-3 Eligible, F-3 or any other appropriate applicable short-form under the 1933 Act, for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415)registration statement; provided, however, that to the aggregate offering price applicable to any extent that an Ordinary Demand Registration Statement so requested is to be filed effected pursuant to an Underwritten Offering, the Company shall not be less than $75 million include in the Short-Form Registration any additional disclosure as reasonably requested by the managing underwriters (determined by multiplying which additional disclosure is reasonably customary in the number reasonable opinion of Registrable Shares such managing underwriters to be included in such underwritten offerings by similarly situated companies); and, provided, further, that following the first two Ordinary Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the Issuer). The Demand Request shall specify, for each HolderRegistrations to be effected pursuant to an Underwritten Offering, the number of Registrable Shares to be included in such Demand Registration Statement for such Holder’s account. If the Issuer is ASRS Eligible at the time any Demand Request is received for a shelf registration statement, the Issuer Company shall use commercially reasonable efforts to cause the Demand Registration Statement to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with the SEC as promptly as reasonably practicable following the receipt of the Demand Request, (ii) to become effective as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or (B) if earlier, the 30th day (90th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”). No more than three (3) Demand Requests may be made. In no event shall the Issuer only be required to include a Holder’s Registrable Shares in a Demand Registration Statement if such Holder included in any Section 2.10 Registration Statement declared effective within additional disclosure to the 60 calendar days preceding extent that the Demand Request relating to such Demand Registration Statement all Holders of the relevant Registrable Shares Securities bear and pay all reasonable costs and expenses incurred in connection with such Holder sought registration, filing and offering of Registrable Securities pursuant to be included this Section 3.2(1), including (without limitation) all reasonable registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company and all reasonable costs incurred in connection with the preparation of such Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Ordinary Demand Registration Statement” . Such Ordinary Demand Notice shall specify in writing the definition intended method of Effectiveness End Datedistribution of such Registrable Securities (which method of distribution may include an Underwritten Offering).. Upon receipt of a valid Ordinary Demand Notice for an Ordinary Demand Registration, the Company shall use its reasonable

Registration Upon Demand. At any time after the date hereof Closing, and for so long as there are any Registrable Shares, upon the written request of the Lead a Holder acting on behalf of Holders holding an amount of Registrable Shares equal to at least ten percent (10%) of the Original Amount then outstanding (a “Demand Request”), the Issuer Corporation shall prepare, file within ninety (90) days of such Demand Request and cause to be declared effective by the SEC in each case, as set forth below (if such Registration Statement is not an Automatic Shelf Registration Statement), a Registration Statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415, of the Registrable Shares (a “Shelf Registration Statement”), or, if the Corporation is not then eligible to file such a Shelf Registration Statement, the Corporation shall prepare a registration statement (a “Demand Registration Statement”) on (i) if the Issuer is then S-3 Eligible, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act, Securities Act for the type of offering contemplated by the Demand Request (which may include an offering to be made on together with the Shelf Registration Statement, a delayed or continuous basis under Rule 415); provided, that the aggregate offering price applicable to any “Demand Registration Statement so requested to be filed shall not be less than $75 million (determined by multiplying the number of Registrable Shares to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the IssuerStatement”). The Demand Request shall specify, for each Holder, the number of Registrable Shares to be included in such Demand Registration Statement for such Holder’s account. If ; provided, that the Issuer is ASRS Eligible at aggregate Market Value of the time Registrable Shares so specified in any such Demand Request is received for a shelf registration statementshall be not less than $200,000,000 (as of the most recent trading day preceding the delivery of such Demand Request to the Corporation), the Issuer determined net of underwriting discounts and commissions. The Corporation shall use commercially reasonable efforts best efforts, subject to Section 2.04 and Section 2.05, to cause the Demand Registration Statement to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement to: (i) to be filed with the SEC as promptly as reasonably practicable following after the Corporation’s receipt of the Demand RequestRequest (but in any event within ninety (90) days in the case of a Shelf Registration Statement and forty-five (45) days in the case of a Demand Registration Statement that is not a Shelf Registration Statement of receipt of such request), provided, that the Corporation may delay the filing of a Demand Registration Statement (x) to the date that is ninety (90) days following the date hereof and (y) from the date the Corporation files its quarterly report for the period ended June 30, 2022 to the date the Corporation files its annual report on Form 10-K for the year ended December 31, 2022, in each case to the extent financial statements required to be filed under Regulation S-X are unavailable without commercially unreasonable effort or expense, (ii) to become effective as promptly as reasonably practicable after filing (if such Registration Statement is not an Automatic Shelf Registration Statement) but in any event upon the earlier of (a) three business days following the date the SEC has provided notice it will not review such Demand Registration Statement and (b) the date that is one hundred and twenty (120) days following such filing if the SEC elects to review such filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on the earliest to occur of (Aa) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or and (Bb) if earlier, the 30th day third (90th day if 3rd) anniversary of the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”). No more than three (3) Demand Requests may be made. In no event shall the Issuer be required to include a Holder’s Registrable Shares in a of such Demand Registration Statement if such Holder included in any Section 2.10 Registration Statement declared effective within the 60 calendar days preceding the Demand Request relating to such Demand Registration Statement all is an Automatic Shelf Registration Statement. If the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at or prior to the end of the third year, the Corporation shall refile a new Automatic Shelf Registration Statement covering the Registrable Shares, which will not count as a Demand Request. Holders shall have the right to make a total of five (5) Demand Requests hereunder. Notwithstanding anything contained in this Agreement to the contrary, the Corporation shall not be required to prepare or file a Demand Registration Statement for Registrable Shares such Holder sought identified in any Demand Request if the Corporation shall have effected a registration of shares of Common Stock pursuant to be included in such Section 2.10 Registration Statement, a Demand Request at any time during the immediately preceding one hundred and such 2.10 eighty-day (180) period or if a Shelf Registration Statement remained effective until at least covering such Registrable Shares is already effective. The Effectiveness Period referred to above shall be extended by the Effectiveness End Date thereof (number of days covered by any Blackout Period and/or the number of days during which the use of any prospectus is suspended pursuant to Section 2.05 or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End DateSection 3.01(k).