Common use of Required Registration Statement Clause in Contracts

Required Registration Statement. (a) As promptly as possible, and in any event on or prior to the Filing Date, the Company shall prepare and file with the SEC a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Exchange Act). (b) The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date that all Conversion Shares covered by such Registration Statement have been sold or can be sold publicly under Rule 144 without volume limitations by the holders of the Registrable Securities (the “Effectiveness Period”). Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement within five (5) Trading Days after receipt of such notice and request that it become effective no later than 4:00 p.m. New York City time on the Effective Date and file a prospectus supplement for any Registration Statement, whether or not required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the Effective Date. (c) If the Company receives SEC Comments to a Registration Statement filed pursuant to Section 5.1(a), the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities requested to be included in the Registration Statement in accordance with applicable SEC guidance. If it is determined by the Company that all of the Registrable Securities requested to be included in a Registration Statement cannot be included due to the SEC Comments, then the Company shall use its commercially reasonable efforts to prepare and file as expeditiously as practicable, such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement. Any cutbacks of Registrable Securities from a Registration Statement filed pursuant to Section 6.1(a), due to SEC Comments shall be applied to the Investors pro rata in accordance with the number of such Registrable Securities sought to be included in such Registration Statement by reference to the number of such Purchaser’s Registrable Securities relative to all outstanding Registrable Securities. (d) The Company shall notify the Investors in writing promptly (and in any event within two Trading Days) after receiving notification from the SEC that the Registration Statement has been declared effective. (e) Should an Event (as defined below) occur, then, upon the occurrence of such Event, and on every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as liquidated damages and not as a penalty, equal to one percent (1.0%) of the purchase price paid by such Investor for the Securities purchased under this Agreement; provided, however, that the total amount of payments pursuant to this Section 5.1(e) shall not exceed, when aggregated with all such payments paid to all Investors under this Section 5.1(e), five percent (5%) of the aggregate purchase price of the Securities purchased pursuant to this Agreement. The payments to which an Investor shall be entitled pursuant to this Section 5.1(e) are referred to herein as “Event Payments.” Any Event Payments payable pursuant to the terms hereof shall be made no later than three (3) Business Days following the occurrence of the Event or on the monthly anniversary of such Event and shall apply on a pro rated basis for any portion of a month prior to the cure of an Event. In the event the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. Notwithstanding the foregoing, the maximum payment to an Investor associated with all Events in the aggregate shall not exceed (i) in any 30-day period, an aggregate of 1.0% of the purchase price paid by such Investor for its Securities and (ii) 5.0% of the purchase paid by such Investor for its Securities. For such purposes, each of the following shall constitute an “Event”: (i) the Registration Statement required to be filed by Section 5.1(a) is not filed on or prior to the Filing Date; (ii) the Registration Statement required to be filed by Section 5.1(a) is not declared effective on or prior to the Required Effectiveness Date; or (iii) the Registration Statement required to be effective ceases for any reason to be effective at any time prior to the expiration of its Effectiveness Period for more than 20 consecutive Trading Days in any twelve month period. (f) The Company shall not, from the date hereof until the Effective Date of the Registration Statement, prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than any registration statement or post-effective amendment to a registration statement (or supplement thereto) relating to the Company’s employee benefit plans registered on Form S-8. (g) Neither the Company nor any of its security holders (other than the Investors in such capacity pursuant hereto) may include securities of the Company in the Registration Statement required to be filed under Section 5.1(a) other than the Registrable Securities.

Required Registration Statement. (a) As promptly as possibleCompany hereby agrees with the Seller that: (i) The Company shall file or cause to be filed, and in any event on no later than thirty (30) days following the later of the Closing Date or prior (ii) such date that Seller delivers to the Company the Financial Statements (the “Filing Date, Deadline”)(including all additional information concerning Seller as is required under the Company shall prepare rules and file with regulations of the SEC a Registration Statement covering the resale of all Registrable Securities for an offering acquisition of Seller), a registration statement under the Act (a “Registration Statement”), to be made on permit the liquidation of Seller and distribution by Seller of the Shares, together with any shares of capital stock issued or issuable, from time to time, upon any reclassification, share combination, share subdivision, stock split, share dividend or similar transaction or event or otherwise as a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3distribution on, in which case such registration shall be on another appropriate form in accordance exchange for or with respect to any of the Securities Act and foregoing (the Exchange Act“Registrable Securities”). (bii) The Company shall use its commercially reasonable efforts to cause the Registration Statement referred to in clause (i) above to be declared effective by the SEC as promptly soon as possible after the filing thereofreasonably practicable, but in any no event prior to later than twelve (12) months after the Required Effectiveness Date, and Closing Date or five (5) business days after the SEC shall use its commercially reasonable efforts to keep have informed the Company that no review of the Registration Statement continuously effective under will be made or that the Securities Act until SEC has no further comments on the date that all Conversion Shares covered by Registration Statement, whichever is earlier (the “Effectiveness Deadline”) and shall cause such Registration Statement to remain effective until such time as all Registrable Securities have been sold or can be sold publicly are otherwise freely tradable without registration under Rule 144 without volume limitations by the holders of Act (the “Expiration Date”). If a Registration Statement covering the Registrable Securities (the “Effectiveness Period”). Upon notification by is not filed with the SEC that a Registration Statement will on or prior to the Filing Deadline, or not be reviewed or is no longer subject effective with the SEC prior to further review and commentsthe Effectiveness Deadline, the Company shall request acceleration of such Registration Statement within five (5) Trading Days after receipt of such notice and request that it become effective no later than 4:00 p.m. New York City time on the Effective Date and file a prospectus supplement for any Registration Statement, whether or not required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the Effective Date. (c) If the Company receives SEC Comments will make payments to a Registration Statement filed pursuant to Section 5.1(a), the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities requested to be included in the Registration Statement in accordance with applicable SEC guidance. If it is determined by the Company that all of the Registrable Securities requested to be included in a Registration Statement cannot be included due to the SEC Comments, then the Company shall use its commercially reasonable efforts to prepare and file as expeditiously as practicable, such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement. Any cutbacks of Registrable Securities from a Registration Statement filed pursuant to Section 6.1(a), due to SEC Comments shall be applied to the Investors pro rata in accordance with the number of such Registrable Securities sought to be included in such Registration Statement by reference to the number of such Purchaser’s Registrable Securities relative to all outstanding Registrable Securities. (d) The Company shall notify the Investors in writing promptly (and in any event within two Trading Days) after receiving notification from the SEC that the Registration Statement has been declared effective. (e) Should an Event (as defined below) occur, then, upon the occurrence of such Event, and on every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Investor an amount in cashSeller, as liquidated damages and not as a penalty, in an amount equal to one percent (1.0%) % of the purchase price aggregate Purchase Price paid by such Investor to the Seller under this Agreement for each thirty (30)-day period or pro rata for any portion thereof following the Securities purchased Filing Deadline or Effectiveness Deadline, as applicable, for which no Registration Statement is filed with respect to the Registrable Securities; provided that in no event shall the aggregate liquidated damages paid pursuant to this Section 8.4(b) exceed 5.0% of the aggregate Purchase Price paid to the Seller under this Agreement. Such payments shall constitute the Seller’s exclusive monetary remedy for such events, but shall not affect the right of the Seller to seek injunctive relief. Such payments shall be made to Seller in cash or shares of capital stock of the same class as the Shares no later than five (5) business days after the end of each thirty (30)-day period, at Company’s option. Any such additional shares shall be included in the Registration Statement and as part of the Shares. Company understands that an effective registration statement is required to enable Seller to complete the liquidation. Company’s registration obligation may be accomplished by an earlier filed registration statement that has the same effect with respect to the distribution of the Shares as part of the liquidation as the Registration Statement would have and provided that such distribution is made in a manner reasonably satisfactory to Seller. (b) In connection with the foregoing, Company will: (i) Prepare and file with the SEC a Registration Statement with respect to the Registrable Securities and use its best efforts to cause such Registration Statement to become and remain effective. (ii) Prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Act with respect to the sale or other disposition of the Registrable Securities whenever the Seller of such securities shall desire to sell the same. (iii) Furnish to the Seller such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents, as the Seller may reasonably request in order to facilitate the sale of the Registrable Securities owned by the Seller. (iv) Register or qualify the Registrable Securities under applicable blue sky laws, and do such other reasonable acts and things as may be required in jurisdictions to which such blue sky laws apply; provided, however, that the total amount of payments pursuant to this Section 5.1(e) Company shall not exceedbe obligated to file any general consent to service of process or qualify as a foreign corporation in any jurisdiction. Provided, when aggregated however, to the extent that any states follow a 'merit review' standard, no registration or qualification shall be required in those states. (v) Furnish at the request of the Seller, on the date that the Registration Statement with all respect to the Registrable Securities becomes effective, an opinion, dated as of such payments paid date, of the independent counsel representing the Company for the purposes of such registration, addressed to all Investors the Seller stating that such Registration Statement has become effective under the Act and that, to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act. (vi) Use reasonable best efforts to prevent the issuance of any stop order or other order suspending the effectiveness of the Registration Statement and, if such an order is issued, to obtain the withdrawal thereof at the earliest possible time and to notify the Seller of the issuance of such order and the resolution thereof. (vii) Furnish to the Seller, two trading days after the date that any Registration Statement becomes effective or after a stop order has been lifted, a letter, dated such date, of outside counsel representing the Company, addressed to the Seller, confirming the effectiveness of such Registration Statement and, to the knowledge of such counsel, the absence of any stop order. (viii) Provide to the Seller and its representatives, if requested, the opportunity to conduct a reasonable inquiry of the Company’s financial and other records during normal business hours and make available its officers, directors and employees for questions regarding information which the Seller may reasonably request in order to fulfill any due diligence obligation on its part; provided that in the case of this Section 5.1(eclause (viii), five percent the Company shall not be required to provide, and shall not provide, the Seller with material, non-public information unless the Seller agrees to receive such information and enters into an agreement to keep such material, nonpublic information confidential and refrain from trading in any Company security for so long as such information remains material, nonpublic information. (5%c) All of the aggregate purchase price expenses incurred in complying with the foregoing, including, without limitation, all registration and filing fees (including all expenses incident to filing with the FINRA), printing expenses, fees and disbursements of counsel for the Securities purchased pursuant Company, expenses of any special audits incident to this Agreement. The payments to which an Investor or required by any such registration and expenses of complying with the securities or blue sky laws of any jurisdictions, but excluding brokerage or underwriting fees or commissions, shall be entitled pursuant to this Section 5.1(epaid by the Company. (d) are referred to herein as “Event Payments.” Any Event Payments payable pursuant The Company shall furnish to the terms hereof shall be made no later Seller, not less than three (3) Business Days following the occurrence of the Event or on the monthly anniversary of such Event and shall apply on a pro rated basis for any portion of a month days prior to the cure filing of an Eventa Registration Statement or any related prospectus or amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), copies of all such documents proposed to be filed, which documents will be subject to the review of the Seller. In The Company shall reflect in each such document when so filed with the event SEC such comments relating to the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at Seller and its plan of distribution of the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon Registrable Securities as the actual number of days in such pro rated month. Notwithstanding the foregoing, the maximum payment to an Investor associated with all Events in the aggregate shall not exceed Seller may reasonable propose. (i) Each document filed or to be filed with the SEC pursuant to the Exchange Act and incorporated by reference in any 30-day periodRegistration Statement complied or will comply when so filed in all material respects with the Exchange Act, an aggregate of 1.0% of the purchase price paid by such Investor for its Securities and (ii) 5.0% each part of the purchase paid by each Registration Statement, when such Investor for its Securities. For part shall become effective, will not contain, and each such purposespart, each as amended or supplemented, if applicable, will not contain any untrue statement of the following shall constitute an “Event”: (i) the Registration Statement a material fact or omit to state a material fact required to be filed by Section 5.1(astated therein or necessary to make the statements therein not misleading, (iii) is not filed on or prior to the Filing Date; (ii) the each Registration Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be filed by Section 5.1(astated therein or necessary to make the statements therein not misleading, (iv) is not declared effective on or prior to the Required Effectiveness Date; or (iii) the each Registration Statement required and prospectus, as may be amended or supplemented, will comply in all material respects with the Act, and (v) each prospectus, as may be amended or supplemented, will not, at the time of each sale of the Shares by the Seller, contain any untrue statement of a material fact or omit to be effective ceases for any reason state a material fact necessary to be effective at any time prior make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph will not apply to the expiration of its Effectiveness Period for more than 20 consecutive Trading Days statements or omissions in any twelve month period. (f) The Company shall not, from the date hereof until the Effective Date of the Registration Statement, prepare and file with the SEC a registration statement relating to an offering for its own account Statement or the account of others under the Securities Act of any of its equity securities, other than any registration statement or post-effective amendment to a registration statement (or supplement thereto) prospectus based upon information relating to the Company’s employee benefit plans registered on Form S-8. (g) Neither the Company nor any of its security holders (other than the Investors in such capacity pursuant hereto) may include securities of Seller furnished to the Company in writing by the Registration Statement required to be filed under Section 5.1(a) other than the Registrable SecuritiesSeller expressly for use therein.

Required Registration Statement. (a) As promptly as possible, and in any event on or prior to the Filing Date, the Company shall prepare and file with the SEC Commission a Registration Statement covering the resale of all Registrable Securities Warrant Shares for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities Warrant Shares on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Exchange Act). (b) The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC Commission as promptly as possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date that all Conversion Warrant Shares covered by such Registration Statement have been sold or can be sold publicly under Rule 144 without volume limitations or manner of sale restrictions by the holders of the Registrable Securities (the “Effectiveness Period”). Upon notification by the SEC Commission that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement within five (5) Trading Days after receipt of such notice and request that it become effective no later than 4:00 p.m. New York City time on the second Trading Day following the delivery of such an acceleration request (but no earlier than the Effective Date Date) and file a prospectus supplement for any Registration Statement, whether or not required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the Effective Date. (c) If the Company receives SEC Commission Comments to a Registration Statement filed pursuant to Section 5.1(a6.1(a), the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC Commission for the registration of all of the Registrable Securities Warrant Shares requested to be included in the Registration Statement in accordance with applicable SEC Commission guidance. If it is determined by the Company that all of the Registrable Securities requested to be included in a Registration Statement cannot be included due to the SEC Commission Comments, then the Company shall use its commercially reasonable efforts to prepare and file as expeditiously as practicable, such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities Warrant Shares are covered by an existing and effective Registration Statement. Any cutbacks of Registrable Securities from a Registration Statement filed pursuant to Section 6.1(a), due to SEC Commission Comments shall be applied to the Investors Purchasers pro rata in accordance with the number of such Registrable Securities Warrant Shares sought to be included in such Registration Statement by reference to the number of such Purchaser’s Registrable Securities Warrant Shares relative to all outstanding Registrable Securities. (d) The Company shall notify the Investors Purchasers in writing promptly (and in any event within two Trading Days) after receiving notification from the SEC Commission that the Registration Statement has been declared effective. (e) Should an Event (as defined below) occur, then, upon the occurrence of such Event, and on every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as liquidated damages and not as a penalty, equal to one percent (1.0%) of the purchase price paid by such Investor for the Securities purchased under this Agreement; provided, however, that the total amount of payments pursuant to this Section 5.1(e) shall not exceed, when aggregated with all such payments paid to all Investors under this Section 5.1(e), five percent (5%) of the aggregate purchase price of the Securities purchased pursuant to this Agreement. The payments to which an Investor shall be entitled pursuant to this Section 5.1(e) are referred to herein as “Event Payments.” Any Event Payments payable pursuant to the terms hereof shall be made no later than three (3) Business Days following the occurrence of the Event or on the monthly anniversary of such Event and shall apply on a pro rated basis for any portion of a month prior to the cure of an Event. In the event the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. Notwithstanding the foregoing, the maximum payment to an Investor associated with all Events in the aggregate shall not exceed (i) in any 30-day period, an aggregate of 1.0% of the purchase price paid by such Investor for its Securities and (ii) 5.0% of the purchase paid by such Investor for its Securities. For such purposes, each of the following shall constitute an “Event”: (i) the Registration Statement required to be filed by Section 5.1(a) is not filed on or prior to the Filing Date; (ii) the Registration Statement required to be filed by Section 5.1(a) is not declared effective on or prior to the Required Effectiveness Date; or (iii) the Registration Statement required to be effective ceases for any reason to be effective at any time prior to the expiration of its Effectiveness Period for more than 20 consecutive Trading Days in any twelve month period. (f) The Company shall not, from the date hereof until the Effective Date of the Registration Statement, prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than any registration statement or post-effective amendment to a registration statement (or supplement thereto) relating to the Company’s employee benefit plans registered on Form S-8. (g) Neither the Company nor any of its security holders (other than the Investors Purchasers in such capacity pursuant hereto) may include securities of the Company in the Registration Statement required to be filed under Section 5.1(a6.1(a) other than the Registrable Securities, except as otherwise required pursuant to that certain Registration Rights Agreement, dated as of October 10, 2019, by and among the Company and the purchasers signatory thereto (the “Registration Rights Agreement”).

Required Registration Statement. (a) As promptly as possible, and in any event on or prior to the Filing Date, the Company shall prepare and file with the SEC a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Exchange Act).) and shall contain (except if otherwise directed by the Investors or requested by the SEC) the “Plan of Distribution” in substantially the form attached hereto as Exhibit C. (b) The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date that all Conversion Shares covered by such Registration Statement have been sold or can be sold publicly under Rule 144 without volume limitations by the holders of the Registrable Securities (the “Effectiveness Period”). Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement within five (5) Trading Days after receipt of such notice and request that it become effective no later than on 4:00 p.m. New York City time on the Effective Date and file a prospectus supplement for any Registration Statement, whether or not required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the Effective Date. (c) If the Company receives SEC Comments to a Registration Statement filed pursuant to Section 5.1(a6.1(a), the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities requested to be included in the Registration Statement in accordance with applicable SEC guidance. If it is determined by the Company that all of the Registrable Securities requested to be included in a Registration Statement cannot be included due to the SEC Comments, then the Company shall use its commercially reasonable efforts to prepare and file as expeditiously as practicable, such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement. Any cutbacks of Registrable Securities from a Registration Statement filed pursuant to Section 6.1(a), due to SEC Comments shall be applied to the Investors pro rata in accordance with the number of such Registrable Securities sought to be included in such Registration Statement by reference to the number of such Purchaser’s Registrable Securities relative to all outstanding Registrable Securities. (d) The Company shall notify the Investors in writing promptly (and in any event within two Trading Days) after receiving notification from the SEC that the Registration Statement has been declared effective. (e) Should an Event (as defined below) occur, then, upon the occurrence of such Event, and on every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as liquidated damages and not as a penalty, equal to one percent (1.0%) of the purchase price paid by such Investor for the Securities Notes purchased under this Agreement; provided, however, that the total amount of payments pursuant to this Section 5.1(e6.1(e) shall not exceed, when aggregated with all such payments paid to all Investors under this Section 5.1(e6.1(e), five percent (5%) of the aggregate purchase price of the Securities Notes purchased pursuant to this Agreement. The payments to which an Investor shall be entitled pursuant to this Section 5.1(e6.1(e) are referred to herein as “Event Payments.” Any Event Payments payable pursuant to the terms hereof shall be made no later than three (3) Business Days following the occurrence of the Event or on the monthly anniversary of such Event and shall apply on a pro rated basis for any portion of a month prior to the cure of an Event. In the event the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. Notwithstanding the foregoing, the maximum payment to an Investor associated with all Events in the aggregate shall not exceed (i) in any 30-day period, an aggregate of 1.0% of the purchase price paid by such Investor for its Securities Notes and (ii) 5.0% of the purchase paid by such Investor for its SecuritiesNotes. For such purposes, each of the following shall constitute an “Event”: (i) the Registration Statement required to be filed by Section 5.1(a6.1(a) is not filed on or prior to the Filing Date; or (ii) the Registration Statement required to be filed by Section 5.1(a6.1(a) is not declared effective on or prior to the Required Effectiveness Date; or (iii) the Registration Statement required to be effective ceases for any reason to be effective at any time prior to the expiration of its Effectiveness Period for more than 20 consecutive Trading Days in any twelve month period. (f) The Company shall not, from the date hereof until the Effective Date of the Registration Statement, prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than any registration statement or post-effective amendment to a registration statement (or supplement thereto) relating to the Company’s employee benefit plans registered on Form S-8. (g) Neither the Company nor any of its security holders (other than the Investors in such capacity pursuant hereto) may include securities of the Company in the Registration Statement required to be filed under Section 5.1(a6.1(a) other than the Registrable Securities.

Required Registration Statement. (a) As promptly as possible, and in any event on or prior to the Filing Date, the Company shall prepare and file with the SEC Commission a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Exchange Act).) and shall contain (except if otherwise directed by the Purchasers or requested by the Commission) the “Plan of Distribution” in substantially the form attached hereto as Exhibit K. (b) The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC Commission as promptly as possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date that all Conversion Shares Securities covered by such Registration Statement have been sold or can be sold publicly under Rule 144 without volume limitations by the holders of the Registrable Securities (the “Effectiveness Period”). Upon notification by the SEC Commission that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement within five (5) Trading Days after receipt of such notice and request that it become effective no later than 4:00 p.m. New York City time on the Effective Date and file a prospectus supplement for any Registration Statement, whether or not required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the Effective Date. (c) If the Company receives SEC Commission Comments to a Registration Statement filed pursuant to Section 5.1(a6.1(a), the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC Commission for the registration of all of the Registrable Securities requested to be included in the Registration Statement in accordance with applicable SEC Commission guidance. If it is determined by the Company that all of the Registrable Securities requested to be included in a Registration Statement cannot be included due to the SEC Commission Comments, then the Company shall use its commercially reasonable efforts to prepare and file as expeditiously as practicable, such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement. Any cutbacks of Registrable Securities from a Registration Statement filed pursuant to Section 6.1(a), due to SEC Commission Comments shall be applied to the Investors Purchasers pro rata in accordance with the number of such Registrable Securities sought to be included in such Registration Statement by reference to the number of such Purchaser’s Registrable Securities relative to all outstanding Registrable Securities. (d) The Company shall notify the Investors Purchasers in writing promptly (and in any event within two Trading Days) after receiving notification from the SEC Commission that the Registration Statement has been declared effective. (e) Should an Event (as defined below) occur, then, upon the occurrence of such Event, and on every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as liquidated damages and not as a penalty, equal to one percent (1.0%) of the purchase price paid by such Investor for the Securities purchased under this Agreement; provided, however, that the total amount of payments pursuant to this Section 5.1(e) shall not exceed, when aggregated with all such payments paid to all Investors under this Section 5.1(e), five percent (5%) of the aggregate purchase price of the Securities purchased pursuant to this Agreement. The payments to which an Investor shall be entitled pursuant to this Section 5.1(e) are referred to herein as “Event Payments.” Any Event Payments payable pursuant to the terms hereof shall be made no later than three (3) Business Days following the occurrence of the Event or on the monthly anniversary of such Event and shall apply on a pro rated basis for any portion of a month prior to the cure of an Event. In the event the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. Notwithstanding the foregoing, the maximum payment to an Investor associated with all Events in the aggregate shall not exceed (i) in any 30-day period, an aggregate of 1.0% of the purchase price paid by such Investor for its Securities and (ii) 5.0% of the purchase paid by such Investor for its Securities. For such purposes, each of the following shall constitute an “Event”: (i) the Registration Statement required to be filed by Section 5.1(a) is not filed on or prior to the Filing Date; (ii) the Registration Statement required to be filed by Section 5.1(a) is not declared effective on or prior to the Required Effectiveness Date; or (iii) the Registration Statement required to be effective ceases for any reason to be effective at any time prior to the expiration of its Effectiveness Period for more than 20 consecutive Trading Days in any twelve month period. (f) The Company shall not, from the date hereof until the Effective Date of the Registration Statement, prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than any registration statement or post-effective amendment to a registration statement (or supplement thereto) relating to the Company’s employee benefit plans registered on Form S-8. (g) Neither the Company nor any of its security holders (other than the Investors Purchasers in such capacity pursuant hereto) may include securities of the Company in the Registration Statement required to be filed under Section 5.1(a6.1(a) other than the Registrable Securities, except as otherwise required pursuant to that certain Second Amended and Restated Registration Rights Agreement, dated as of August 12, 2022, by and among the Company and the Purchasers thereto (the “Registration Rights Agreement”).

Required Registration Statement. (a) As promptly as possible, and in any event on or prior to Company hereby agrees with the Filing Date, the Seller that: (i) The Company shall prepare and file with the SEC a Registration Statement covering the resale of all Registrable Securities for an offering or cause to be made on filed, no later than four (4) months after the Closing Date (the “Filing Deadline”), a continuous basis pursuant registration statement under the Act (a “Registration Statement”), to Rule 415. The Registration Statement shall be on Form S-3 (except if permit the Company is not then eligible liquidation of Seller and distribution by Seller of the Shares, together with any shares of capital stock issued or issuable, from time to register for resale the Registrable Securities on Form S-3time, upon any reclassification, share combination, share subdivision, stock split, share dividend or similar transaction or event or otherwise as a distribution on, in which case such registration shall be on another appropriate form in accordance exchange for or with respect to any of the Securities Act and foregoing (the Exchange Act“Registrable Securities”). (bii) The Company shall use its commercially reasonable efforts to cause the Registration Statement referred to in clause (i) above to be declared effective by the SEC as promptly soon as possible after the filing thereofreasonably practicable, but in any no event prior to later than seven (7) months after the Required Effectiveness Date, and Closing Date or five (5) business days after the SEC shall use its commercially reasonable efforts to keep have informed the Company that no review of the Registration Statement continuously effective under will be made or that the Securities Act until SEC has no further comments on the date that all Conversion Shares covered by Registration Statement, whichever is earlier (the “Effectiveness Deadline”) and shall cause such Registration Statement to remain effective until such time as all Registrable Securities have been sold or can be sold publicly are otherwise freely tradable without registration under Rule 144 without volume limitations by the holders of Act (the “Expiration Date”). If a Registration Statement covering the Registrable Securities (the “Effectiveness Period”). Upon notification by is not filed with the SEC that a Registration Statement will on or prior to the Filing Deadline, or not be reviewed or is no longer subject effective with the SEC prior to further review and commentsthe Effectiveness Deadline, the Company shall request acceleration of such Registration Statement within five (5) Trading Days after receipt of such notice and request that it become effective no later than 4:00 p.m. New York City time on the Effective Date and file a prospectus supplement for any Registration Statement, whether or not required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the Effective Date. (c) If the Company receives SEC Comments will make payments to a Registration Statement filed pursuant to Section 5.1(a), the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities requested to be included in the Registration Statement in accordance with applicable SEC guidance. If it is determined by the Company that all of the Registrable Securities requested to be included in a Registration Statement cannot be included due to the SEC Comments, then the Company shall use its commercially reasonable efforts to prepare and file as expeditiously as practicable, such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement. Any cutbacks of Registrable Securities from a Registration Statement filed pursuant to Section 6.1(a), due to SEC Comments shall be applied to the Investors pro rata in accordance with the number of such Registrable Securities sought to be included in such Registration Statement by reference to the number of such Purchaser’s Registrable Securities relative to all outstanding Registrable Securities. (d) The Company shall notify the Investors in writing promptly (and in any event within two Trading Days) after receiving notification from the SEC that the Registration Statement has been declared effective. (e) Should an Event (as defined below) occur, then, upon the occurrence of such Event, and on every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Investor an amount in cashSeller, as liquidated damages and not as a penalty, in an amount equal to one percent (1.0%) % of the purchase price aggregate Purchase Price paid by such Investor to the Seller under this Agreement for each thirty (30)-day period or pro rata for any portion thereof following the Securities purchased Filing Deadline or Effectiveness Deadline, as applicable, for which no Registration Statement is filed with respect to the Registrable Securities; provided that in no event shall the aggregate liquidated damages paid pursuant to this Section 8.4(b) exceed 5.0% of the aggregate Purchase Price paid to the Seller under this Agreement. Such payments shall constitute the Seller’s exclusive monetary remedy for such events, but shall not affect the right of the Seller to seek injunctive relief. Such payments shall be made to Seller in cash or shares of capital stock of the same class as the Shares no later than five (5) business days after the end of each thirty (30)-day period, at Company’s option. Any such additional shares shall be included in the Registration Statement and as part of the Shares. Company understands that an effective registration statement is required to enable Seller to complete the liquidation. Company’s registration obligation may be accomplished by an earlier filed registration statement that has the same effect with respect to the distribution of the Shares as part of the liquidation as the Registration Statement would have and provided that such distribution is made in a manner reasonably satisfactory to Seller. (b) In connection with the foregoing, Company will: (i) Prepare and file with the SEC a Registration Statement with respect to the Registrable Securities and use its best efforts to cause such Registration Statement to become and remain effective. (ii) Prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Act with respect to the sale or other disposition of the Registrable Securities whenever the Seller of such securities shall desire to sell the same. (iii) Furnish to the Seller such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents, as the Seller may reasonably request in order to facilitate the sale of the Registrable Securities owned by the Seller. (iv) Register or qualify the Registrable Securities under applicable blue sky laws, and do such other reasonable acts and things as may be required in jurisdictions to which such blue sky laws apply; provided, however, that the total amount of payments pursuant to this Section 5.1(e) Company shall not exceedbe obligated to file any general consent to service of process or qualify as a foreign corporation in any jurisdiction. (v) Furnish at the request of the Seller, when aggregated on the date that the Registration Statement with all respect to the Registrable Securities becomes effective, an opinion, dated as of such payments paid date, of the independent counsel representing the Company for the purposes of such registration, addressed to all Investors the Seller stating that such Registration Statement has become effective under the Act and that, to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act. (vi) Use reasonable best efforts to prevent the issuance of any stop order or other order suspending the effectiveness of the Registration Statement and, if such an order is issued, to obtain the withdrawal thereof at the earliest possible time and to notify the Seller of the issuance of such order and the resolution thereof. (vii) Furnish to the Seller, two trading days after the date that any Registration Statement becomes effective or after a stop order has been lifted, a letter, dated such date, of outside counsel representing the Company, addressed to the Seller, confirming the effectiveness of such Registration Statement and, to the knowledge of such counsel, the absence of any stop order. (viii) Provide to the Seller and its representatives, if requested, the opportunity to conduct a reasonable inquiry of the Company’s financial and other records during normal business hours and make available its officers, directors and employees for questions regarding information which the Seller may reasonably request in order to fulfill any due diligence obligation on its part; provided that in the case of this Section 5.1(eclause (viii), five percent the Company shall not be required to provide, and shall not provide, the Seller with material, non-public information unless the Seller agrees to receive such information and enters into an agreement to keep such material, nonpublic information confidential and refrain from trading in any Company security for so long as such information remains material, nonpublic information. (5%c) All of the aggregate purchase price expenses incurred in complying with the foregoing, including, without limitation, all registration and filing fees (including all expenses incident to filing with the FINRA), printing expenses, fees and disbursements of counsel for the Securities purchased pursuant Company, expenses of any special audits incident to this Agreement. The payments to which an Investor or required by any such registration and expenses of complying with the securities or blue sky laws of any jurisdictions, but excluding brokerage or underwriting fees or commissions, shall be entitled pursuant to this Section 5.1(epaid by the Company. (d) are referred to herein as “Event Payments.” Any Event Payments payable pursuant The Company shall furnish to the terms hereof shall be made no later Seller, not less than three (3) Business Days following the occurrence of the Event or on the monthly anniversary of such Event and shall apply on a pro rated basis for any portion of a month days prior to the cure filing of an Eventa Registration Statement or any related prospectus or amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), copies of all such documents proposed to be filed, which documents will be subject to the review of the Seller. In The Company shall reflect in each such document when so filed with the event SEC such comments relating to the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at Seller and its plan of distribution of the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon Registrable Securities as the actual number of days in such pro rated month. Notwithstanding the foregoing, the maximum payment to an Investor associated with all Events in the aggregate shall not exceed Seller may reasonable propose. (i) Each document filed or to be filed with the SEC pursuant to the Exchange Act and incorporated by reference in any 30-day periodRegistration Statement complied or will comply when so filed in all material respects with the Exchange Act, an aggregate of 1.0% of the purchase price paid by such Investor for its Securities and (ii) 5.0% each part of the purchase paid by each Registration Statement, when such Investor for its Securities. For part shall become effective, will not contain, and each such purposespart, each as amended or supplemented, if applicable, will not contain any untrue statement of the following shall constitute an “Event”: (i) the Registration Statement a material fact or omit to state a material fact required to be filed by Section 5.1(astated therein or necessary to make the statements therein not misleading, (iii) is not filed on or prior to the Filing Date; (ii) the each Registration Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be filed by Section 5.1(astated therein or necessary to make the statements therein not misleading, (iv) is not declared effective on or prior to the Required Effectiveness Date; or (iii) the each Registration Statement required and prospectus, as may be amended or supplemented, will comply in all material respects with the Act, and (v) each prospectus, as may be amended or supplemented, will not, at the time of each sale of the Shares by the Seller, contain any untrue statement of a material fact or omit to be effective ceases for any reason state a material fact necessary to be effective at any time prior make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph will not apply to the expiration of its Effectiveness Period for more than 20 consecutive Trading Days statements or omissions in any twelve month period. (f) The Company shall not, from the date hereof until the Effective Date of the Registration Statement, prepare and file with the SEC a registration statement relating to an offering for its own account Statement or the account of others under the Securities Act of any of its equity securities, other than any registration statement or post-effective amendment to a registration statement (or supplement thereto) prospectus based upon information relating to the Company’s employee benefit plans registered on Form S-8. (g) Neither the Company nor any of its security holders (other than the Investors in such capacity pursuant hereto) may include securities of Seller furnished to the Company in writing by the Registration Statement required to be filed under Section 5.1(a) other than the Registrable SecuritiesSeller expressly for use therein.

Required Registration Statement. (a) As promptly as possible, and in any event on or prior to the Filing Date, the Company shall prepare and file with the SEC Commission a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Exchange Act).) and shall contain (except if otherwise directed by the Purchasers or requested by the Commission) the “Plan of Distribution” in substantially the form attached hereto as Exhibit K. (b) The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC Commission as promptly as possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date that all Conversion Shares Securities covered by such Registration Statement have been sold or can be sold publicly under Rule 144 without volume limitations or manner of sale restrictions by the holders of the Registrable Securities (the “Effectiveness Period”). Upon notification by the SEC Commission that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement within five (5) Trading Days after receipt of such notice and request that it become effective no later than 4:00 p.m. New York City time on the second Trading Day following the delivery of such an acceleration request (but no earlier than the Effective Date Date) and file a prospectus supplement for any Registration Statement, whether or not required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the Effective Date. (c) If the Company receives SEC Commission Comments to a Registration Statement filed pursuant to Section 5.1(a6.1(a), the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC Commission for the registration of all of the Registrable Securities requested to be included in the Registration Statement in accordance with applicable SEC Commission guidance. If it is determined by the Company that all of the Registrable Securities requested to be included in a Registration Statement cannot be included due to the SEC Commission Comments, then the Company shall use its commercially reasonable efforts to prepare and file as expeditiously as practicable, such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement. Any cutbacks of Registrable Securities from a Registration Statement filed pursuant to Section 6.1(a), due to SEC Commission Comments shall be applied to the Investors Purchasers pro rata in accordance with the number of such Registrable Securities sought to be included in such Registration Statement by reference to the number of such Purchaser’s Registrable Securities relative to all outstanding Registrable Securities. (d) The Company shall notify the Investors Purchasers in writing promptly (and in any event within two Trading Days) after receiving notification from the SEC Commission that the Registration Statement has been declared effective. (e) Should an Event (as defined below) occur, then, upon the occurrence of such Event, and on every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as liquidated damages and not as a penalty, equal to one percent (1.0%) of the purchase price paid by such Investor for the Securities purchased under this Agreement; provided, however, that the total amount of payments pursuant to this Section 5.1(e) shall not exceed, when aggregated with all such payments paid to all Investors under this Section 5.1(e), five percent (5%) of the aggregate purchase price of the Securities purchased pursuant to this Agreement. The payments to which an Investor shall be entitled pursuant to this Section 5.1(e) are referred to herein as “Event Payments.” Any Event Payments payable pursuant to the terms hereof shall be made no later than three (3) Business Days following the occurrence of the Event or on the monthly anniversary of such Event and shall apply on a pro rated basis for any portion of a month prior to the cure of an Event. In the event the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. Notwithstanding the foregoing, the maximum payment to an Investor associated with all Events in the aggregate shall not exceed (i) in any 30-day period, an aggregate of 1.0% of the purchase price paid by such Investor for its Securities and (ii) 5.0% of the purchase paid by such Investor for its Securities. For such purposes, each of the following shall constitute an “Event”: (i) the Registration Statement required to be filed by Section 5.1(a) is not filed on or prior to the Filing Date; (ii) the Registration Statement required to be filed by Section 5.1(a) is not declared effective on or prior to the Required Effectiveness Date; or (iii) the Registration Statement required to be effective ceases for any reason to be effective at any time prior to the expiration of its Effectiveness Period for more than 20 consecutive Trading Days in any twelve month period. (f) The Company shall not, from the date hereof until the Effective Date of the Registration Statement, prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than any registration statement or post-effective amendment to a registration statement (or supplement thereto) relating to the Company’s employee benefit plans registered on Form S-8. (g) Neither the Company nor any of its security holders (other than the Investors Purchasers in such capacity pursuant hereto) may include securities of the Company in the Registration Statement required to be filed under Section 5.1(a6.1(a) other than the Registrable Securities, except as otherwise required pursuant to that certain Second Amended and Restated Registration Rights Agreement, dated as of August 12, 2022, by and among the Company and the Purchasers thereto (the “Registration Rights Agreement”).

Required Registration Statement. (a) As promptly as possible, and in any event on or prior to the Filing Date, the Company shall prepare and file with the SEC a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Exchange Act).) and shall contain (except if otherwise directed by the Investors or requested by the SEC) the “Plan of Distribution” in substantially the form attached hereto as Exhibit C. (b) The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date that all Conversion Shares covered by such Registration Statement have been sold or can be sold publicly under Rule 144 without volume limitations by the holders of the Registrable Securities (the “Effectiveness Period”). Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement within five (5) Trading Days after receipt of such notice and request that it become effective no later than 4:00 p.m. New York City time on the Effective Date and file a prospectus supplement for any Registration Statement, whether or not required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the Effective Date. (c) If the Company receives SEC Comments to a Registration Statement filed pursuant to Section 5.1(a6.1(a), the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities requested to be included in the Registration Statement in accordance with applicable SEC guidance. If it is determined by the Company that all of the Registrable Securities requested to be included in a Registration Statement cannot be included due to the SEC Comments, then the Company shall use its commercially reasonable efforts to prepare and file as expeditiously as practicable, such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement. Any cutbacks of Registrable Securities from a Registration Statement filed pursuant to Section 6.1(a), due to SEC Comments shall be applied to the Investors pro rata in accordance with the number of such Registrable Securities sought to be included in such Registration Statement by reference to the number of such Purchaser’s Registrable Securities relative to all outstanding Registrable Securities. (d) The Company shall notify the Investors in writing promptly (and in any event within two Trading Days) after receiving notification from the SEC that the Registration Statement has been declared effective. (e) Should an Event (as defined below) occur, then, upon the occurrence of such Event, and on every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as liquidated damages and not as a penalty, equal to one percent (1.0%) of the purchase price paid by such Investor for the Securities purchased under this Agreement; provided, however, that the total amount of payments pursuant to this Section 5.1(e6.1(e) shall not exceed, when aggregated with all such payments paid to all Investors under this Section 5.1(e6.1(e), five percent (5%) of the aggregate purchase price of the Securities purchased pursuant to this Agreement. The payments to which an Investor shall be entitled pursuant to this Section 5.1(e6.1(e) are referred to herein as “Event Payments.” Any Event Payments payable pursuant to the terms hereof shall be made no later than three (3) Business Days following the occurrence of the Event or on the monthly anniversary of such Event and shall apply on a pro rated basis for any portion of a month prior to the cure of an Event. In the event the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. Notwithstanding the foregoing, the maximum payment to an Investor associated with all Events in the aggregate shall not exceed (i) in any 30-day period, an aggregate of 1.0% of the purchase price paid by such Investor for its Securities and (ii) 5.0% of the purchase paid by such Investor for its Securities. For such purposes, each of the following shall constitute an “Event”: (i) the Registration Statement required to be filed by Section 5.1(a6.1(a) is not filed on or prior to the Filing Date; (ii) the Registration Statement required to be filed by Section 5.1(a6.1(a) is not declared effective on or prior to the Required Effectiveness Date; or (iii) the Registration Statement required to be effective ceases for any reason to be effective at any time prior to the expiration of its Effectiveness Period for more than 20 consecutive Trading Days in any twelve month period. (f) The Company shall not, from the date hereof until the Effective Date of the Registration Statement, prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than any registration statement or post-effective amendment to a registration statement (or supplement thereto) relating to the Company’s employee benefit plans registered on Form S-8. (g) Neither the Company nor any of its security holders (other than the Investors in such capacity pursuant hereto) may include securities of the Company in the Registration Statement required to be filed under Section 5.1(a6.1(a) other than the Registrable Securities.

Required Registration Statement. (a) As promptly as possible, and in any event on or prior to the Filing Date, the Company shall prepare and file with the SEC a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Exchange Act). (b) The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date that all Conversion Shares covered by such Registration Statement have been sold or can be sold publicly under Rule 144 without volume limitations by the holders of the Registrable Securities (the “Effectiveness Period”). Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement within five (5) Trading Days after receipt of such notice and request that it become effective no later than 4:00 p.m. New York City time on the Effective Date and file a prospectus supplement for any Registration Statement, whether or not required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the Effective Date. (c) If the Company receives SEC Comments to a Registration Statement filed pursuant to Section 5.1(a), the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities requested to be included in the Registration Statement in accordance with applicable SEC guidance. If it is determined by the Company that all of the Registrable Securities requested to be included in a Registration Statement cannot be included due to the SEC Comments, then the Company shall use its commercially reasonable efforts to prepare and file as expeditiously as practicable, such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement. Any cutbacks of Registrable Securities from a Registration Statement filed pursuant to Section 6.1(a), due to SEC Comments shall be applied to the Investors pro rata in accordance with the number of such Registrable Securities sought to be included in such Registration Statement by reference to the number of such Purchaser’s Registrable Securities relative to all outstanding Registrable Securities. (d) The Company shall notify the Investors in writing promptly (and in any event within two Trading Days) after receiving notification from the SEC that the Registration Statement has been declared effective. (e) Should an Event (as defined below) occur, then, upon the occurrence of such Event, and on every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as liquidated damages and not as a penalty, equal to one percent (1.0%) of the purchase price paid by such Investor for the Securities purchased under this Agreement; provided, however, that the total amount of payments pursuant to this Section 5.1(e) shall not exceed, when aggregated with all such payments paid to all Investors under this Section 5.1(e), five percent (5%) of the aggregate purchase price of the Securities purchased pursuant to this Agreement. The payments to which an Investor shall be entitled pursuant to this Section 5.1(e) are referred to herein as “Event Payments.” Any Event Payments payable pursuant to the terms hereof shall be made no later than three (3) Business Days following the occurrence of the Event or on the monthly anniversary of such Event and shall apply on a pro rated basis for any portion of a month prior to the cure of an Event. In the event the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. Notwithstanding the foregoing, the maximum payment to an Investor associated with all Events in the aggregate shall not exceed (i) in any 30-day period, an aggregate of 1.0% of the purchase price paid by such Investor for its Securities and (ii) 5.0% of the purchase price paid by such Investor for its Securities. For such purposes, each of the following shall constitute an “Event”: (i) the Registration Statement required to be filed by Section 5.1(a) is not filed on or prior to the Filing Date; (ii) the Registration Statement required to be filed by Section 5.1(a) is not declared effective on or prior to the Required Effectiveness Date; or (iii) the Registration Statement required to be effective ceases for any reason to be effective at any time prior to the expiration of its Effectiveness Period for more than 20 consecutive Trading Days in any twelve month period. (f) The Company shall not, from the date hereof until the Effective Date of the Registration Statement, prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than any registration statement or post-effective amendment to a registration statement (or supplement thereto) relating to the Company’s employee benefit plans registered on Form S-8. (g) Neither the Company nor any of its security holders (other than the Investors in such capacity pursuant hereto) may include securities of the Company in the Registration Statement required to be filed under Section 5.1(a) other than the Registrable Securities.