Common use of Resale Registration Statement Clause in Contracts

Resale Registration Statement. Prior to the Closing Date, the Company shall prepare and file with the Commission a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”). (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement thereto.

Resale Registration Statement. Prior Veracyte agrees that it will file a prospectus supplement to the Closing Date, the Company shall prepare and file with the Commission a Veracyte’s registration statement on Form S-3 S-3ASR filed May 2, 2019 (File No. 333-231173) (or any successor thereto another registration statement on Form S-3ASR, or, only if Veracyte is then ineligible to register offers and sales of New Notes and Exchange Shares by use Form S-3ASR, such other form under the Holders Securities Act then available to Veracyte), providing for the resale pursuant to Rule 415 under from time to time, and on a continuing basis, by NanoString, of the Registrable Securities Act (such registration statement, including the prospectus, any pre-effective or post-effective amendments and supplements thereto, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, therein being hereinafter referred to as the “Resale Registration Statement”). (A) The Resale Registration Statement filed with ” and such prospectus supplement, including the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated base prospectus included in the Resale Registration Statement, the “Resale Prospectus Supplement”). Veracyte agrees to file the Resale Prospectus Supplement within ninety (90) after the Closing Date. Veracyte will be permitted to postpone or any amendments suspend (upon written notice to NanoString) the filing or supplements thereto, or necessary to make the statements therein, in light use of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal Resale Prospectus Supplement or other reasonable out-of-pocket expenses incurred the Resale Registration Statement (on one or more occasions) if the disclosure requirements of the Securities Act in connection with investigatingthe Resale Registration Statement would require Veracyte to include material non-public information (including information to supplement, responding to update or defending any of the foregoing; provided correct existing disclosures) that the foregoing indemnification will has not apply to Losses to the extent that they directly resulted from (a) any breach theretofore been included or incorporated by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions reference in the Resale Registration Statement, or any amendment or supplement thereto made Veracyte’s Board of Directors has determined in reliance upon or in conformity with its reasonable judgment that Veracyte has a bona fide business reason not to disclose such material information relating and Veracyte is not otherwise required to disclose such Indemnified Person furnished material non-public information pursuant to the Company in writing by Securities Act or on behalf the Exchange Act; provided, that the aggregate number of such Indemnified Person expressly for days Veracyte shall be permitted to so postpone or suspend the use in of the Resale Prospectus Supplement or effectiveness of the Resale Registration Statement shall not exceed fifteen (15) consecutive days or an aggregate of forty-five (45) days in any amendment or supplement theretoperiod of twelve (12) consecutive months. NanoString hereby agrees with Veracyte that it may not participate in any underwritten offering with respect to the Registrable Securities hereunder unless (a) Veracyte gives its prior written consent to such underwritten offering and (b) the managing underwriter and underwriters thereof shall be designated by Veracyte.

Resale Registration Statement. Prior to (a) Within ninety (90) days after the Closing Date, Parent shall file (the date of such filing, the (“Filing Date”) with the SEC a registration statement on Form S-1 under the Securities Act (including any amendment, supplement or new registration statement contemplated herein, the “Registration Statement”), providing for the offering and sale or other disposition by the Company’s Securityholders of (A) all of the shares of Parent Common Stock to be issued to such Company Securityholders at Closing (the “Closing Shares”) and (B) the maximum number of Contingent Shares that may be issued (together with the Closing Shares, the “Consideration Shares”). Parent agrees to use commercially reasonable efforts to cause the Registration Statement and each registration statement filed pursuant to the next sentence to become effective as soon as practicable after the Filing Date or date specified in the next sentence, as applicable. If the actual number of Consideration Shares exceeds the number of shares registered under the Registration Statement for any reason, Parent shall file, within thirty (30) days after Parent has notice that the number of Consideration Shares exceeds the number of shares registered under the Registration Statement, an amendment to the Registration Statement or file a new registration statement on Form S-1 (or Form S-3 if Parent is then eligible to use Form S-3 for a secondary offering) covering the resale to the public by the Company Securityholders of all such excess Consideration Shares. The Company Securityholders shall cooperate with and provide such assistance to Parent, as Parent may reasonably request, in connection with any registration and sale of the Consideration Shares, including without limitation, accurately completing and executing customary selling securityholder questionnaires within thirty (30) days after the Closing Date. Parent shall pay (X) all expenses incurred by it in complying with its obligations under this Section 5.13, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountant for Parent and other advisors or persons retained by Parent in connection with the filing, and (Y) the reasonable fees and expenses of one counsel for the Company Securityholders, such fees and expenses not to exceed Twenty-Five Thousand Dollars ($25,000). (b) Parent agrees that it will (A) prepare and file with the Commission a registration statement on Form S-3 SEC, any amendments or any successor thereto supplements to register offers the Registration Statement or prospectus which may be necessary to keep the Registration Statement effective and sales to comply with the provisions of New Notes the Securities Act with respect to the offer and Exchange sale of the Consideration Shares covered by the Holders pursuant Registration Statement until the earliest to occur of (i) the date upon which the resale of all such Consideration Shares is completed, (ii) three (3) years following the effective date of the Registration Statement, and (iii) the date upon which all such Consideration Shares may be sold to the public in accordance with Rule 415 144 under the Securities Act (“Rule 144”) by a person that is not an “affiliate” (as defined in Rule 144) of Parent without regard to any of the conditions specified therein (other than the holding period requirement in paragraph (d) of Rule 144 so long as such holding period requirement is satisfied at such time of determination) or any rule of similar effect (such period, the “Resale Registration Period”); (B) prepare and promptly file with the SEC and promptly notify counsel for the Company Securityholders of registered Consideration Shares covered by the Registration Statement (the “Recipients”) of the filing of such amendment or supplement to the Registration Statement or prospectus as may be necessary to correct any statement therein or omission therefrom if, at any time when a prospectus relating to such Consideration Shares is required to be delivered under the Securities Act, any event with respect to Parent shall have occurred as a result of which any prospectus would include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading; (C) in case the Recipients are required to deliver a prospectus, prepare promptly such amendment or amendments to the Registration Statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act; (D) respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Registration Statement or any amendment thereto and as promptly as reasonably practicable provide the counsel for the Company Securityholders copies of all correspondence from and to the SEC relating to the Registration Statement”); and (E) use its commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of: (1) any order suspending the effectiveness of the Registration Statement; or (2) any suspension of the qualification (or exemption from qualification) of any of the Consideration Shares for sale in any jurisdiction, as soon as reasonably practicable. (c) Parent shall advise counsel for the Company Securityholders promptly after Parent shall receive notice or obtain knowledge of any of the following events: (A) The Resale the SEC notifies Parent whether there will be a “review” of the Registration Statement; (B) the SEC comments in writing on the Registration Statement filed with (in which case Parent shall deliver to counsel for the Commission shall be consistent in all material respects with the last forms Company Securityholders a copy of such documents provided comments and of all written responses thereto); (C) the SEC or any other Governmental Entity in writing requests any amendment or supplement to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereofor related prospectus or requests additional information related thereto; and (yD) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or by the SEC suspending the use effectiveness of the Resale Registration Statement, Statement or amendment thereto or of the initiation or threatening of any proceedings for that purpose; or (E) Parent receives notice in writing of any suspension of the qualification or exemption from qualification of any Consideration Shares for sale in any jurisdiction, or the initiation or threat of any legal proceeding for any such purpose and purpose. (d) It shall be a condition precedent of Parent’s obligations under this Section 5.13 to include the Parent Common Stock held by a particular Company Securityholder in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any amendments thereto that such qualification, holder furnish to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company Parent such information concerning their holdings of securities of Parent and the proposed method of sale or other disposition of the Consideration Shares and such other information and undertakings as shall use its commercially reasonable efforts to (x) have be required and reasonably requested by Parent in connection with the Resale preparation and filing of the Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take any amendments thereto covering all action as may be necessary or advisable so that the issuance part of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected Consideration Shares in accordance order to assist Parent in complying with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky lawsAct. (Ce) The Parent may only suspend the availability of any Registration Statement and the use of any related prospectus if Parent furnishes to the Company Securityholders a certificate signed by a responsible officer of Parent stating that in the good faith judgment of Parent’s Board of Directors: (A) the offering could reasonably be expected to materially interfere with an acquisition, corporate reorganization, financing or other material transaction then under consideration by Parent or (B) there is some other material development relating to the operations or condition (financial or other) of Parent that has not been disclosed to the general public and as to which it is in Parent’s best interests not to disclose; provided, however, that any period during which the availability of any Registration Statement and any related prospectus may be suspended pursuant to this Section 5.13 may not exceed ninety (90) days in the aggregate during any twelve (12)-month period; provided further, that Parent may not so suspend the Registration Statement or cause the Company Securityholders to discontinue sales under the Registration Statement or related prospectus more than once in any calendar year. (f) Parent shall indemnify (A) furnish to counsel for the Company Securityholders a reasonable period of time prior to the filing of a Registration Statement with the SEC to afford the Company Securityholders and hold harmless the Holderstheir counsel a reasonable opportunity for review, their respective Affiliatesa copy of each Registration Statement, and their respective officerseach amendment thereof, directorsand a copy of each related prospectus, members, partners, employees, agents, investment managers and controlling persons each amendment or supplement thereto (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”excluding amendments caused by the filing of a report under the Exchange Act), arising from and shall reasonably consider reflecting in each such document, when so filed with the SEC, such comments as the counsel for the Company Securityholders may reasonably propose therein; and (B) include information regarding the Company Securityholders and the methods of distribution they have elected for their Consideration Shares provided to Parent in the selling securityholder questionnaires as necessary to permit such distribution by the methods specified therein. (g) Parent shall ensure that (A) any Registration Statement and any amendment thereto and any prospectus forming a part thereof and any amendment or supplement thereto comply in all material respects with the Securities Act and the rules and regulations thereunder; (B) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omission of omit to state a material fact required to be stated in therein or necessary to make the Resale statements therein not misleading; and (C) any prospectus forming a part of any Registration Statement, and any amendment or any amendments supplement to such prospectus, does not include an untrue statement of a material fact or supplements thereto, or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply Parent makes no representation with respect to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions information provided in the Resale Registration Statement, selling securityholder questionnaires or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing otherwise by or on behalf of the Company Securityholders. (h) Parent covenants that it shall use commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner during the Registration Period. Parent further covenants that, during the Registration Period, it will take such Indemnified Person expressly for use further commercially reasonable action as any Company Securityholder may request, all to the extent required from time to time to enable such holder to sell the Consideration Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Parent further covenants that in the Resale event Parent fails, in violation of this Section 5.13, to take any commercially reasonable actions required to enable any Company Securityholder to sell the Consideration Shares pursuant to Rule 144 during the Registration Statement or Period, Parent will use commercially reasonable efforts to take any amendment or supplement theretosuch actions as may be required to again enable the Company Securityholders to sell pursuant to Rule 144.

Resale Registration Statement. Prior to the Closing DateThe Buyer agrees that, the Company shall prepare and within 90 days following Completion, it will file with the Commission a registration statement on Form S-3 S-3, or any successor thereto such other form under the Securities Act of 1933, as amended (the “Securities Act”) then available to register offers and sales of New Notes and Exchange Shares by the Holders Buyer, providing for the resale pursuant to Rule 415 under from time to time, and on a continuing basis, by each holder thereof (each a “Holder”), of the Registrable Securities Act (such registration statement, including the prospectus, any pre-effective or post-effective amendments and supplements thereto, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, therein being hereinafter referred to as the “Resale Registration Statement”). (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when Buyer shall use commercially reasonable efforts to cause the Resale Registration Statement has become to be declared effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the United States Securities and Exchange Commission of any stop order (the “Commission”) as promptly as practicable following such filing; provided, however, that the Buyer will be permitted to postpone or of any order preventing suspend (upon written notice to the Holders) the filing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use effectiveness of the Resale Registration Statement (on one or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (Bmore occasions) The Company shall use its commercially reasonable efforts to if (x) have the Buyer’s Board of Directors determines in its reasonable judgment that the filing or effectiveness of the Resale Registration Statement declared effective would have a material adverse effect on any proposal or plan by the Commission prior Buyer to engage in any debt or equity offering, material acquisition or disposition of assets (other than in the Closing Date and ordinary course of business) or any merger, consolidation, tender offer or other similar transaction, or (y) maintain the disclosure requirements of the Securities Act in connection with the Resale Registration Statement under would require the Securities Act for a period of one hundred eighty days Buyer to include material information (180including information to supplement, update or correct existing disclosures) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary that has not theretofore been included or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated incorporated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use reference in the Resale Registration Statement and the Buyer’s Board of Directors has determined in its reasonable judgment that the Buyer has a bona fide business reason not to disclose such material information; provided, that the aggregate number of days the Buyer shall be permitted to so postpone or suspend the effectiveness of the Resale Registration Statement shall not exceed an aggregate of ninety (90) days in any amendment or supplement theretoperiod of twelve ((12) consecutive months); and further provided, that the period of effectiveness referred to in paragraph 1.4.1 below shall be extended by the duration of any such suspension of effectiveness.

Resale Registration Statement. Prior to the Closing Date, the Company (a) Parent shall prepare and file or cause to be prepared and filed with the Commission SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a registration statement Registration Statement for an offering to be made on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Resale Registration StatementPeriod”). (Ad) The Resale Registration Statement filed with From the Commission shall be consistent in all material respects with date of this Agreement until the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly end of the time when the Resale Registration Statement has become effective Period, Parent shall make and shall furnish the Holders with copies thereof; keep public information available, as those terms are understood and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and defined in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement Rule 144 under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”Act, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance file with the applicable provisions of SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky lawsAct. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement thereto.

Resale Registration Statement. Prior to the Closing Date, the (i) The Company shall prepare use commercially reasonable efforts to file within thirty (30) days of the consummation of the De-SPAC Transaction and file with the Commission to cause to be declared effective as soon as practicable thereafter, a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act S-1 (the “Resale Registration StatementShelf”), in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such filing); provided, that the Parties acknowledge and agree that the sale of any Registrable Securities registered under such Resale Shelf may be subject to restrictions imposed by lock-up or holdback restrictions, including those pursuant to the Lock-Up Agreements, and/or applicable securities laws. Such Resale Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any of the Investors named therein. Notwithstanding anything to the contrary herein, to the extent there is an active Resale Shelf under this Section 1(f) covering Registrable Securities of any Investor, such Investor may not make a Demand Registration that is not for an underwritten offering. (Aii) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, agrees to use promptly its commercially reasonable efforts to obtain its withdrawal. cause such Resale Shelf, or another shelf registration statement that includes all Registrable Securities, including to remain effective until the earlier of (Bi) the sixth anniversary of the consummation of the De-SPAC Transaction and, (ii) the date on which Investors cease to hold any Registrable Securities. The Company shall use its commercially reasonable efforts to (x) have provide a draft of the Resale Registration Statement declared effective by Shelf to the Investors holding Registrable Securities for review (but not comment) at least three (3) Business Days in advance of filing the Resale Shelf; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Resale Shelf as a result of or in connection with any Investor’s review. Notwithstanding the foregoing, if the Commission prior prevents the Company from including any or all of the Registrable Securities proposed to the Closing Date and (y) maintain be registered under the Resale Registration Statement under Shelf due to limitations on the use of Rule 415 of the Securities Act for a period the resale of one hundred eighty days (180) days following Registrable Securities by the Closing Date (applicable Investors or otherwise, such dateResale Shelf shall register for resale the maximum number of Registrable Securities as is permitted. In such event, the “Termination Date”number of Registrable Securities to be registered for each selling Investor named in the Resale Shelf shall be reduced pro rata among all such selling Investors, in each case, giving priority first to the PIPE Shares, second to the BBH Investors and then to the remainder of Registrable Securities, and as promptly as practicable after being permitted to register additional Registrable Securities under Rule 415 under the period from and after the Closing Date to the Termination DateSecurities Act, the “Resale Period”). The Company shall take all action amend the Resale Shelf or file a new Resale Shelf to register such Registrable Securities not included in the initial Resale Shelf and use its commercially reasonable efforts to cause such amendment or Resale Shelf to become effective as may be necessary or advisable so that the issuance promptly as practicable. Registration Expenses of the New Notes and holders of Registrable Securities in the Exchange SharesResale Shelf shall be paid by the Company, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and whether or not any state or foreign securities or Blue Sky lawssuch offering is completed. (Ciii) The Company shall indemnify use its reasonable efforts to keep such all Shelf Registrations filed pursuant to this Section 1 continuously effective under the Securities Act. including by filing successive replacement or renewal Registration Statements in accordance with Section 1, in order to permit the prospectus forming a part thereof to be usable by the Investors until the earlier of (i) the date as of which all Registrable Securities registered by such Shelf Registration have been sold pursuant to the Shelf Registration and hold harmless (ii) such shorter period as all the Holders, holder(s) of securities under a Shelf Registration (or their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”designee(s)), arising from any untrue statement of a material fact or omission of a material fact required to be stated as applicable), may agree in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretowriting.

Resale Registration Statement. Prior to (a) Within 45 days after the Closing DateEffective Time, the Company Parent shall prepare and file with the Commission SEC, and thereafter use its commercially reasonable best efforts to have declared effective as soon as practicable, a “shelf” registration statement on Form S-3 (or if Parent is not eligible to use Form S-3, any other form that Parent is eligible to use) (a “Shelf Registration Statement”) pursuant to Rule 415 promulgated under the Securities Act covering the resale (i) by former affiliates of the Company as set forth in Section 5.7(d) of the Company Disclosure Letter including any former affiliates of the Company who may following the consummation of the Merger and the other transactions contemplated hereby will be current affiliates of Parent (the “Affiliate Stockholders”) of shares of Parent Common Stock issued pursuant to this Agreement as consideration and (ii) by holders of Company Warrants (“Company Warrant Holders”) of shares of Parent Common Stock issuable upon exercise of Company Warrants or warrants issued by Parent in exchange therefor (collectively, the “Registrable Shares”). In its discretion, Parent will be permitted to register any other shares for resale by other eligible selling stockholders using the Shelf Registration Statement. Parent shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective and usable for the resale of the Registrable Shares covered thereby for a period commencing on the date on which the SEC declares such Shelf Registration Statement effective and ending on the earlier of (x) the date upon which all of the Registrable Shares first become eligible for resale pursuant to Rule 145 under the Securities Act without restriction or (y) the first date upon which all of the Registrable Shares covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement. (b) Parent may, by written notice to the Affiliate Stockholders and Company Warrant Holders, (i) delay the filing or effectiveness of the Shelf Registration Statement for up to thirty (30) days, or for such longer period, as a result of restraints or restrictions under applicable Law or (ii) suspend the Shelf Registration Statement after effectiveness and require that the Affiliate Stockholders and Company Warrant Holders immediately cease sales of shares pursuant to the Shelf Registration Statement (A) for a period of not more than thirty (30) consecutive days or seventy-five (75) days in the aggregate during any twelve (12) consecutive calendar months, in the event that Parent files a registration statement (other than a registration statement on Form S-3 S-8 or any its successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”). (Aform) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with SEC for a then pending public offering of its securities or (B) following the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use effectiveness of the Resale Registration Statement, for no longer than twenty (20) consecutive trading days if an event has occurred or Parent has entered into a transaction which Parent determines in good faith must be disclosed in order for Parent to comply with the public disclosure requirements imposed on Parent under the Securities Act in connection with the Resale Registration Statement, provided, that in respect of all such events or occurrences Parent shall not suspend the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use effectiveness of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. for more than forty (B40) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty trading days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or aggregate in any amendments or supplements thereto, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from twelve (a12) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretoconsecutive calendar months.

Resale Registration Statement. Prior (a) Subject to compliance by the Closing DateHolders with Section 2.6, the Company Parent shall prepare and file or cause to be prepared and filed with the Commission SEC, no later than forty five (45) days following the Closing Date (as defined below), a registration statement Registration Statement on Form S-3 or any its successor thereto form, or, if the Company is ineligible to register offers and sales of New Notes and Exchange Shares by the Holders use Form S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 under of the Act registering the resale from time to time pursuant to any method or combination of methods legally available to, and requested by, the Holders of all of the Registrable Securities Act then held by Holders that are not covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). (A) The Resale Registration Statement filed with the Commission . Parent shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. cause the Resale Shelf Registration Statement to be declared effective as soon as practicable after filing, but in any event no later than the earlier of (Bi) The ninety (90) days (or one hundred twenty (120) days if the SEC notifies the Company that it will “review” the Registration Statement) after the Closing Date and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, which is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Act at all times until all Registrable Securities and other securities covered by the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Resale Shelf Registration Statement or such securities have been withdrawn. In the event that Parent files a Form S-1 pursuant to this Section 2.1, Parent shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after Parent is eligible to use Form S-3. (xb) have If Parent shall receive a request from the Holders of Registrable Securities whose securities were registered on the Resale Shelf Registration Statement declared effective by with an estimated market value of at least $25,000,000 that Parent effect a Underwritten Takedown of all or any portion of the Commission requesting holder’s Registrable Securities, then Parent shall promptly give notice of such requested Underwritten Takedown at least two (2) business days prior to the Closing Date anticipated filing date of the prospectus or supplement relating to such Underwritten Takedown to the other Holders and thereupon shall use commercially reasonable efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of. (yi) maintain subject to the restrictions set forth in Section 2.2(b), all Registrable Securities for which the requesting Holders have requested such offering under Section 2.1(b), and (ii) subject to the restrictions set forth in Section 2.2(b), all other Registrable Securities that any Holders of Registrable Securities that are included in the Resale Shelf Registration Statement under have requested Parent to offer by request received by Parent within one (1) business day after such Holders receive Parent’s notice of the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such dateUnderwritten Takedown Notice, the “Termination Date”, and the period from and after the Closing Date all to the Termination Date, extent necessary to permit the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected disposition (in accordance with the applicable provisions intended methods thereof as aforesaid) of the Registrable Securities Act so to be offered. A. Promptly after the expiration of the one business day period referred to in Section 2.1(b)(ii), Parent will notify all selling holders of the identities of the other selling holders and the Exchange Act and number of shares of Registrable Securities requested to be included therein. B. Parent shall only be required to effectuate one Underwritten Takedown pursuant to this Agreement within any state or foreign securities or Blue Sky lawssix-month period. (Cc) The Company Subject to Section 2.13 below, if Parent shall indemnify and hold harmless receive a request from a Holder of Registrable Securities whose securities were registered on the Holders, their respective Affiliates, and their respective officers, directors, Resale Shelf Registration Statement to effectuate a proposed distribution or other transfer of such Registrable Securities pursuant to the Resale Shelf Registration Statement to its members, partners, employeesstockholders, agentsas the case may be, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint then Parent shall deliver or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required cause to be stated delivered to the transfer agent and registrar for the Registrable Securities an opinion of counsel to the Company reasonably acceptable to such transfer agent and registrar, that any legend referring to the Act may be removed in connection with such proposed distribution or other transfer of such Registrable Securities pursuant to the Resale Shelf Registration Statement, provided a distributee or any amendments or supplements thereto, or necessary transferee of such Registrable Securities is not and has not been for the preceding ninety (90) days an affiliate of Parent (as defined in Rule 405 promulgated under the Act). Parent’s obligations hereunder are conditioned upon the receipt of representation letter reasonably acceptable to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse Parent from such Indemnified Person for any reasonable legal Holder regarding such proposed distribution or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part transfer of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretoRegistrable Securities.

Resale Registration Statement. Prior to (a) As promptly as practicable after the Closing DateClosing, and in any event within 60 days after the Closing, the Company Issuer shall prepare and file with the Commission SEC a registration statement (including the prospectus contained therein and any amendments and supplements, including post-effective supplements, to such registration statement, the "Resale Registration Statement") providing for an offering to be made on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders a continuous basis pursuant to Rule 415 of the Securities Act covering all of the shares of Issuer Common Stock issued pursuant to this Agreement. After such Resale Registration Statement is filed with the SEC, the Issuer shall use its best efforts to cause the Resale Registration Statement to be declared effective as soon as practicable and to keep the Resale Registration Statement continuously effective under the Securities Act (until the “Resale Registration Statement”). (A) The Resale Registration Statement filed with date which is one year after the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when date the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance becomes effective, or such earlier date when all shares of Issuer Common Stock covered by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration StatementStatement have been sold. (b) Notwithstanding the provisions of paragraph (a) of this Section 6.07, the Issuer shall be entitled to postpone or suspend, for a reasonable period of time (a "Blackout Period"), the initiation filing, effectiveness or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending if the Issuer shall determine that any such qualificationfiling or the offering of any shares of Issuer Common Stock would: (i) in the good faith judgment of the Issuer Board, materially impede, delay or interfere with any material pending or proposed financing, acquisition, corporate reorganization or other similar transaction involving the Issuer for which the Issuer Board has authorized negotiations; (ii) based upon advice from Issuer's investment banker, materially adversely impair the ability to consummate any pending or proposed material offering or sale of any class of securities by the Issuer; or (iii) in the good faith judgment of the Issuer Board, require disclosure of material nonpublic information which, if disclosed at such time, would be seriously detrimental to the interests of the Issuer and its stockholders; provided, however, that the Issuer may not exercise its rights under this Section 6.07(b) to the extent that the aggregate duration of all Blackout Periods during any 12-month period would exceed 60 days. The Issuer shall use promptly its commercially reasonable best efforts to obtain minimize the duration of any Blackout Period and the Issuer shall make appropriate public disclosure as soon as practicable consistent with the foregoing. Each Blackout Period shall terminate upon the earliest of completion or abandonment of the applicable transaction, public disclosure of the proposal to enter into such merger, acquisition or financing when public disclosure would no longer be seriously detrimental to the Issuer, and the 60th day of the aggregate Blackout Periods in any 12 month period. At the expiration of any Blackout Period and without any further request from the Principal Company Shareholders, the Issuer shall effect its withdrawalobligations pursuant to Section 6.07(a). (Bc) The Company shall use its commercially reasonable efforts In connection with the Resale Registration Statement, the Issuer shall, as soon as reasonably practicable (and, in any event, subject to the terms of this Agreement, at or before the time required by applicable laws and regulations), subject to any Blackout Period: (xi) have promptly prepare and file with the SEC such amendments and supplements to the Resale Registration Statement declared effective and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Commission prior Resale Registration Statement; (ii) furnish to each Principal Company Shareholder such numbers of copies of the Closing Date Resale Registration Statement and the prospectus included therein (yincluding each preliminary prospectus and any amendments or supplements thereto), in conformity with the requirements of the Securities Act and such other documents and information as it may reasonably request; (iii) maintain use its reasonable best efforts to register or qualify the securities covered by the Resale Registration Statement under such other securities or blue sky laws of such jurisdiction within the United States as shall be reasonably appropriate for the distribution of the securities covered by the Resale Registration Statement; provided, however, that the Issuer shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this paragraph (iii) be obligated to do so; and provided further that the Issuer shall not be required to qualify such securities in any jurisdiction in which the securities regulatory authority requires that a Principal Company Shareholder submit any of its securities to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell securities in such jurisdiction unless such Principal Company Shareholder agrees to do so; (iv) promptly notify each Principal Company Shareholder, at any time when a prospectus relating to the securities covered by the Resale Registration Statement is required to be delivered under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such dateAct, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and happening of any event as a result of which the Exchange Sharesprospectus included in the Resale Registration Statement, and the other transactions contemplated by this Agreement may be effected as then in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holderseffect, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each includes an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a omits to state any material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, therein or necessary to make the statements therein, therein not misleading in light of the circumstances under which they were made, and at the request of a Principal Company Shareholder promptly prepare and furnish (subject to the Issuer's rights in connection with a Blackout Period) to each Principal Company Shareholder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made; and (v) take such other actions as are reasonably required in order to expedite or facilitate the disposition of the securities included in the Resale Registration Statement (subject to Section 6.12 of this Agreement). (d) All expenses incurred in connection with the Resale Registration Statement, excluding underwriters' discounts and commissions and any stamp or transfer tax or duty, including without limitation, all registration, filing and qualification fees, word processing, duplicating, printers' and accounting fees (including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance), fees of the National Association of Securities Dealers, Inc. or listing fees, messenger and delivery expenses, all fees and expenses of complying with state securities or blue sky laws, fees and disbursements of one counsel chosen by the Shareholder Representative on behalf of the Principal Company Shareholders (up to a maximum of $15,000) and fees and disbursements of counsel for the Issuer incurred in connection with the Resale Registration Statement shall be paid by the Issuer. Each Principal Company Shareholder shall bear and pay the underwriting commissions and discounts and any stamp or transfer tax or duty and the fees and disbursements of such counsel for the Principal Company Shareholders other than the one counsel referred to above incurred in connection with the Resale Registration Statement. (e) In connection with the Resale Registration Statement, the Issuer shall, and hereby agrees to, indemnify and hold harmless each Principal Company Shareholder and such Principal Company Shareholder's affiliates against any Loss to which such Principal Company Shareholder or such Principal Company Shareholder's affiliates may become subject under the Securities Act or otherwise, insofar as such Loss arises out of or is based upon an untrue statement or alleged untrue statement or a material fact contained in the Resale Registration Statement filed by the Issuer, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall the Issuer shall, and it hereby agrees to, reimburse such Indemnified Person Principal Company Shareholder or such Principal Company Shareholder's affiliates for any reasonable legal or other reasonable out-of-pocket expenses reasonably incurred by them in connection with investigating, responding to investigating or defending any of the foregoingsuch action, proceeding or claim; provided provided, however, that the foregoing indemnification will Issuer shall not apply be liable to Losses any person in any case to the extent that they directly resulted from (a) any breach by such Indemnified Person Loss or expense arises out of this Agreement, (b) gross negligence or willful misconduct on the part of is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Indemnified Person, or (c) statements or omissions in the Resale Registration StatementStatement contained therein, in reliance upon information furnished to the Issuer by the Company or any amendment of the Principal Company Shareholders or supplement thereto any such other parties acting for the Principal Company Shareholders for use therein. The Issuer shall have the right to assume the defense of any action or claim for which the Principal Company Shareholders seek indemnification pursuant to this Section 6.07(e), including the employment of counsel reasonably satisfactory to the Shareholder Representative. (f) Each Principal Company Shareholder shall, severally but not jointly, indemnify and hold harmless the Issuer and each of its affiliates against any Loss to which the Issuer may become subject under the Securities Act or otherwise, insofar as such Loss arises out of or is based upon the omission or alleged omission to state therein a required material fact in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in reliance upon or and in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly Principal Company Shareholder or by a failure to furnish the Issuer, upon written request specifically identifying the information sought, with the information that is the subject of the untrue statement or omission. Each Principal Company Shareholder shall reimburse any legal or other expenses reasonably incurred by the Issuer or its affiliate in connection with investigating or defending any such Loss or Action. The Principal Company Shareholders shall have the right to assume the defense of any action or claim for use in which the Resale Registration Statement or any amendment or supplement theretoIssuer seeks indemnification pursuant to this Section 6.07(f), including the employment of counsel reasonably satisfactory to the Issuer.

Resale Registration Statement. Prior Buyer agrees that it will file a prospectus supplement to the Closing Date, the Company shall prepare and file with the Commission a Buyer’s registration statement on Form S-3 S-3ASR filed October 2, 2017 (File No. 333-220759) (or any successor thereto another registration statement on Form S-3, or such other form under the Securities Act then available to register offers and sales of New Notes and Exchange Shares by Buyer), providing for the Holders resale pursuant to Rule 415 under from time to time, and on a continuing basis, by each holder thereof (each a “Holder”), of the Registrable Securities Act (such registration statement, including the prospectus, any pre-effective or post-effective amendments and supplements thereto, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, therein being hereinafter referred to as the “Resale Registration Statement”). (A) The Resale Registration Statement filed with ” and such prospectus supplement, including the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated base prospectus included in the Resale Registration Statement, the “Resale Prospectus Supplement”). Buyer agrees to file the Resale Prospectus Supplement within two (2) Business Days after the Closing Date; provided, however, that Buyer will be permitted to postpone or any amendments or supplements thereto, or necessary suspend (upon written notice to make the statements therein, in light Holders) the use of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal Resale Prospectus Supplement or other reasonable out-of-pocket expenses incurred the Resale Registration Statement (on one or more occasions) (a) if the disclosure requirements of the Securities Act in connection with investigatingthe Resale Registration Statement would require Buyer to include material information (including information to supplement, responding to update or defending any of the foregoing; provided correct existing disclosures) that the foregoing indemnification will has not apply to Losses to the extent that they directly resulted from (a) any breach theretofore been included or incorporated by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions reference in the Resale Registration StatementStatement and Buyer’s Board of Directors has determined in its reasonable judgment that Buyer has a bona fide business reason not to disclose such material information; provided, that the aggregate number of days Buyer shall be permitted to so postpone or suspend the use of the Resale Prospectus Supplement or effectiveness of the Resale Registration Statement shall not exceed thirty (30) consecutive days or an aggregate of sixty (60) days in any period of twelve (12) consecutive months, or any amendment (b) if the SEC shall determine (and notify Buyer) that financial statements required to be included or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing incorporated by or on behalf of such Indemnified Person expressly for use reference in the Resale Registration Statement or Resale Prospectus Supplement pursuant to Rules 3-05 and 11-01 of Regulation S-X promulgated by the SEC related to an acquisition by the Company are not yet so included or incorporated; provided, that (1) Buyer shall consult with the Holders promptly upon receipt of any amendment such notice and shall permit counsel for the Holders to participate in any discussions with the SEC regarding such determination; (2) such postponement or supplement theretosuspension of the use of the Resale Prospectus Supplement or effectiveness of the Resale Registration Statement shall only continue until such time any such required financial statements are included or incorporated; and (3) Buyer shall be not permitted to so postpone or suspend the use of the Resale Prospectus Supplement or the Resale Registration Statement after (or for a period ending after) the date five Business Days after the Closing Date.

Resale Registration Statement. Prior to (a) As promptly as practicable following the Closing, and in any event upon the earlier of (i) the date that is thirty (30) days following Closing Date and (ii) the date that is ten (10) Business Days following the later of the Closing DateDate and receipt of completed Seller Stockholder Questionnaires representing at least 90% of the Buyer Shares issuable hereunder which Buyer Shares are then held by the Accredited Securityholders, the Company or such other date as Seller and Buyer may mutually agree, Buyer shall prepare and file with the Commission SEC a registration statement on Form S-3 (or if Buyer is not eligible to use Form S-3, any successor thereto other form that Buyer is eligible to register offers and sales use) of New Notes and Exchange Shares Buyer registering the resale of the shares of Buyer Stock to be issued as consideration hereunder that are either then held by Seller or have been distributed to the Holders Accredited Securityholders by Seller pursuant to Rule 415 under the Securities Act Distribution as provided in Section 4.19 (such shares, the “Registrable Shares,” and such registration statement, the “Resale Registration Statement”). (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company Seller shall use its commercially reasonable efforts to cause to be completed, executed and delivered by the Seller Securityholders who are, or who Seller reasonably believes to be, Accredited Securityholders, the Selling Stockholder Questionnaires in the form attached hereto as Exhibit F (xthe “Selling Stockholder Questionnaires”), and will provide all such completed Selling Stockholder Questionnaires that it receives back from Seller Securityholders to Buyer. Each Accredited Securityholder who has returned a properly completed Selling Stockholder Questionnaire is referred to herein as a “Selling Stockholder.” (b) The Resale Registration Statement (or any prospectus or prospectus supplement forming a part of such Resale Registration Statement), as initially filed, shall include the Registrable Shares of all Selling Stockholders for whom Buyer has received completed Selling Stockholder Questionnaires on or before the third (3rd) Business Day prior to the filing thereof. On a date requested by Seller in writing (so long as such date is at least ten (10) Business Days after such request), Buyer shall use its commercially reasonable efforts to file an amendment or supplement, as appropriate, to the Resale Registration Statement (and any prospectus or prospectus supplement forming a part of such Resale Registration Statement) to include the Registrable Shares of any Selling Stockholders who deliver Selling Stockholder Questionnaires on or after such date; provided that Buyer shall only be required to file two such amendments or supplements. (c) Buyer shall use its commercially reasonable efforts to have the Resale Registration Statement declared effective by the Commission prior as soon as practicable and use commercially reasonable efforts to the Closing Date and (y) maintain keep the Resale Registration Statement continuously effective and usable for the resale of the Registrable Shares covered thereby for a period commencing on the date on which the SEC declares the Resale Registration Statement effective or it otherwise becomes automatically effective and ending on the earlier of (i) the date upon which all of the Registrable Shares first become eligible for resale under the Securities Act for a period of one hundred eighty days without restriction thereunder or (180ii) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take first date upon which all action as may be necessary or advisable so that the issuance of the New Notes and Registrable Shares covered by the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state Resale Registration Statement have been sold pursuant to such Resale Registration Statement or foreign securities or Blue Sky lawsotherwise. (Cd) The Company Buyer shall indemnify and hold harmless notify each Selling Stockholder promptly upon discovery that, or upon the Holdersdiscovery of the happening of any event as a result of which, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each the Resale Registration Statement or any supplement to any prospectus forming a part of the Resale Registration Statement contains an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material omits any fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made, and, as promptly as practicable, use commercially reasonable efforts to supplement or amend such prospectus so that such prospectus will not misleadingcontain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not misleading in the light of the circumstances under which they were made. After the Resale Registration Statement becomes effective, Buyer shall notify each Selling Stockholder of any request by the Securities and Exchange Commission (the “SEC”) that Buyer amend or supplement such Resale Registration Statement or prospectus, and Buyer shall reimburse use commercially reasonable efforts to prepare and file with the SEC such Indemnified Person for amendments and supplements to the Resale Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to keep the Resale Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by the Resale Registration Statement. Buyer shall furnish to each Selling Stockholder such numbers of copies of a prospectus, including a preliminary prospectus, and any reasonable legal supplement to any prospectus, as required by the Securities Act and shall take such other actions (including causing the removal of any restricted legends), as the Selling Stockholders may reasonably request in order to facilitate their disposition of their Registrable Shares, subject to each Selling Stockholder providing any information reasonably requested by Buyer to facilitate such action. (e) Notwithstanding any of the provisions of this Section 4.15 to the contrary, after the Resale Registration Statement becomes effective, Buyer shall be entitled to postpone the filing of an amendment or other reasonable out-supplement to the Resale Registration Statement (and any related prospectus or prospectus supplement pursuant to Section 4.15(b)) or suspend the use of-pocket , or trading under, the Resale Registration Statement in accordance with Schedule 4.15(d). (f) All of the expenses incurred in connection with investigatingany registration of Registrable Shares pursuant to this Agreement, responding to including all SEC fees, blue sky registration and filing fees, listing notices and filing fees, printing fees and expenses, transfer agents’ and registrars’ fees and expenses and all fees and expenses of Buyer’s outside counsel and independent accountants of Buyer shall be paid by Buyer. Buyer shall not be responsible for any selling expenses of any Selling Stockholder (including any broker’s fees or defending any commissions) or fees or expenses of the foregoing; provided that the foregoing indemnification will not apply to Losses outside counsel or independent accountants of Selling Stockholder or, to the extent that they directly resulted from incurred prior to the Closing, Seller in connection with the Resale Registration Statement. (ag) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions Buyer agrees to indemnify and hold harmless each Selling Stockholder whose shares are included in the Resale Registration StatementStatement against any losses, claims, damages, expenses or liabilities to which such Selling Stockholder may become subject by reason of any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf untrue statement of such Indemnified Person expressly for use a material fact contained in the Resale Registration Statement or any amendment omission to state therein a fact required to be stated therein or supplement theretonecessary to make the statements therein not misleading, except insofar as such losses, claims, damages, expenses or liabilities arise out of or are based upon information furnished to Buyer by or on behalf of a Selling Stockholder for use in the Resale Registration Statement. Each Selling Stockholder whose shares are included in the Resale Registration Statement, severally and not jointly, agrees to indemnify and hold harmless Buyer and each of its directors and officers against, and hold Buyer and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which Buyer or such directors and officers may become subject by reason of any statement or omission in the Resale Registration Statement made in reliance upon, or in conformity with, information furnished to Buyer by or on behalf of such Selling Stockholder for use in the Resale Registration Statement. Buyer shall have the right to assume the defense and settlement of any claim or suit for which there may be indemnification obligations of Buyer under this Section 4.15(g).

Resale Registration Statement. Prior (i) PPBI agrees to cause to be included in the Registration Statement for registration for resale those shares of PPBI Common Stock to be issued to the Closing DateInvestors as Merger Consideration (such shares, together with any shares issued or issuable upon any stock split, distribution, recapitalization or similar event, the Company shall prepare “Registrable Securities”). PPBI further agrees to maintain the effectiveness of the Registration Statement and file with cause the Commission Registration Statement and any related prospectus or prospectus supplement to be appropriately updated as described in paragraph (v) below until the Registrable Securities may be freely traded without a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders prospectus pursuant to Rule 415 under 144 of the Securities Act or otherwise (such period of time, the “Resale Registration StatementEffectiveness Period”). (Aii) The Resale Each Investor shall prepare and furnish such information relating to it and its Affiliates as may be reasonably required in connection with the preparation of the Registration Statement, and the Investors and their legal advisors shall have the right to review the Registration Statement filed with prior to its filing. (iii) Each Investor agrees that none of the Commission information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each Investor further agrees that if it shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review become aware prior to the filing thereof. The Company shall: Effective Date of any information furnished by it that would cause any of the statements in the Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform PPBI thereof and to take the necessary steps to correct the Registration Statement. (xiv) PPBI agrees to advise the Holders Investors, promptly after PPBI receives notice thereof, of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of or any stop order supplement or of any order preventing or suspending the use of the Resale Registration Statementamendment has been filed, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use suspension of the Resale qualification of PPBI Common Stock for offering or sale in any jurisdiction, of the initiation or, to the extent (v) In connection with PPBI’s registration obligations hereunder, PPBI shall: (a) (1) prepare and file with the SEC such amendments, including post- effective amendments, to such Registration Statement or suspending any such qualification, as may be necessary to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have keep the Resale Registration Statement continuously effective as to the Registrable Securities for the Effectiveness Period and prepare and file with the SEC such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities and (2) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act, in each of the cases of clauses (1) and (2) so that the Registration Statement and prospectus or prospectus supplement may be used continuously by the Members to sell the Registrable Securities throughout the Effectiveness Period; (b) cooperate with the Investors so that the shares of Registrable Securities are DTC-eligible from and after the time that the Registration Statement is declared effective by the Commission prior to the Closing Date SEC; and (yc) maintain make all required periodic filings with the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days SEC such that, following the Closing Date (such date, time at which the “Termination Date”, and the period from and after the Closing Date Registrable Securities become eligible to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions sold pursuant to Rule 144 of the Securities Act and Act, the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required Registrable Securities do not become ineligible to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary sold pursuant to make the statements therein, in light Rule 144 of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretoSecurities Act.

Resale Registration Statement. Prior to the Closing Date, the Company (a) Parent shall prepare and file with within ninety (90) days of the Commission Closing Date a registration statement on Form S-3 under the Securities Act, which registration statement shall cover the sale, resale or any successor thereto other distribution of all such shares of Parent Common Stock issued to register offers and sales of New Notes and Exchange Shares by Company Stockholders pursuant to this Agreement (the Holders “Registrable Securities”) on a delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, except that if Parent fails to meet one or more of the registrant requirements specified in General Instruction I.A. on Form S-3, registration shall be on another appropriate form that allows for such Registrable Securities to be registered (the “Resale Registration Statement”). (A) The , and use commercially reasonable efforts to cause such Resale Registration Statement filed with to become effective by the Commission shall be consistent SEC as promptly as reasonably practicable after the filing thereof (and in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to any event within 60 days after the filing thereof). The Company Once declared effective, Parent shall: (x) advise , subject to the Holders promptly other applicable provisions of the time when this Agreement, use commercially reasonable efforts to cause the Resale Registration Statement has to be continuously effective and usable until the date that is the three-year anniversary of the effective date of such registration, or such earlier time as all shares of Registrable Securities covered by such Registration Statement (i) have been sold pursuant to such Registration Statement or otherwise, (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions, or (iii) cease to be outstanding (the “Effectiveness Period”). (b) Parent shall supplement and amend any Resale Registration Statement if required by the Securities Act. If any Resale Registration Statement ceases to be effective under the Securities Act during the Effectiveness Period, Parent shall use commercially reasonable efforts to as promptly as is reasonably practicable cause such Resale Registration Statement to again become effective and shall furnish under the Holders with copies thereof; and Securities Act (y) advise including obtaining the Holders promptly after the issuance by the Commission of any stop order or prompt withdrawal of any order preventing or suspending the use effectiveness of the such Resale Registration Statement), of the initiation or threatening of any proceeding for any and shall use commercially reasonable efforts to as promptly as is reasonably practicable amend such purpose and Resale Registration Statement in a manner reasonably expected to result in the event of the issuance of any stop order or withdrawal of any order preventing or suspending the use effectiveness of the such Resale Registration Statement or suspending any file an additional registration statement (a “Subsequent Shelf Registration”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the holders thereof of all Registrable Securities issued pursuant to this Agreement as of the time of such qualificationfiling. If a Subsequent Shelf Registration is filed, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company Parent shall use its commercially reasonable efforts to (xi) have the Resale cause such Subsequent Shelf Registration Statement declared to become effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and as promptly as is reasonably practicable after the Closing Date to filing thereof and (ii) keep such Subsequent Shelf Registration continuously effective and usable until the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance end of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky lawsEffectiveness Period. (Cc) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person Stockholders receiving Registrable Securities are intended third party beneficiaries of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretoSection 5.21.

Resale Registration Statement. Prior to the Closing Date, (a) Each of Acquirer and the Company shall prepare cooperate with respect to the preparation and file filing with the Commission SEC of a registration statement on Form S-3 or any successor thereto of Acquirer registering the resale by Company Securityholders holding shares of Acquirer Common Stock issued hereunder following the Closing (including those Acquirer Common Stock that would reasonably be expected to register offers and sales of New Notes and Exchange Shares by be issued in connection with the Holders pursuant to Rule 415 under Milestone Payments, assuming the Securities Act Maximum Milestone Payment is payable) (the “Resale Registration Statement”). (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms . In respect of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, Acquirer will use, if eligible, in order of priority: (i) an automatic shelf registration statement on Form S-3 pursuant to Rule 462(e) under the initiation Securities Act (an “Automatic Resale Registration Statement”) or threatening of any proceeding for any (ii) another appropriate form including a Form S-1 resale shelf. Acquirer shall prepare such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending and any such qualificationrequired Form 8-K/A attaching the Required Financials (the “Form 8-K/A”), with the cooperation of the Company, and, subject to use promptly Acquirer’s timely receipt of the Reporting Information and the Company’s performance and compliance with its commercially reasonable efforts to obtain its withdrawal. (B) The Company covenants set forth in this Section 5.15, Acquirer shall use its commercially reasonable efforts to (x) have such Form 8-K/A, if applicable, and Resale Registration Statement ready for filing with the SEC as soon as reasonably practicable following the Closing, which in any event shall be no later than 40 days after the Closing Date, provided that Acquirer shall only be obligated to file the Resale Registration Statement declared effective (i) during an “open trading window” as determined by Acquirer’s ixxxxxx xxxxxxx policies, (ii) a reasonable period of time after Acquirer’s receipt of the Commission prior to the Closing Date Reporting Information (which, in no event, shall be more than 20 days after receipt thereof), and (yiii) maintain after the Form 8-K/A, if applicable, is prepared and filed. Acquirer will cause the Resale Registration Statement under (including the Securities Act for a period of one hundred eighty days (180documents incorporated therein by reference) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take comply as to form in all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance material respects with the applicable provisions of the Securities Act and the Exchange rules and regulations thereunder. The Company shall use its commercially reasonable efforts to: (A) deliver to Acquirer prior to Closing the Required Financials, (B) upon Acquirer’s request, assist Acquirer and its Representatives in the preparation of any pro forma financial statements of Acquirer that may be required in connection with Acquirer’s SEC reporting obligations related to this Agreement or any of the Transactions or the filing of the Resale Registration Statement, (C) promptly furnish such information as Acquirer may reasonably request in connection with such financial statements, the Resale Registration Statement, or the performance of Acquirer’s SEC reporting obligations relating to this Agreement or any of the Transactions; and (D) complete, execute, acknowledge and deliver, or cause to be completed, executed, acknowledged and delivered by the appropriate representatives of the Company or Company Securityholders, in each case, such questionnaires and other documents, certificates and instruments as may be reasonably requested by the Acquirer in connection with the filing of the Resale Registration Statement or the financial statements or the performance of Acquirer’s SEC reporting obligations relating to this Agreement or any of the Transactions, and (E) cause the Company’s auditors to deliver any consent required to file the Required Financials to comply with Acquirer’s SEC reporting obligations or file the Resale Registration Statement (the Required Financials, together with the information in (B), (C) and (D), the “Reporting Information”). The Company acknowledges and agrees that it is responsible for identifying, determining and effecting any necessary adjustments required to the Required Financials in order to be in the form required by Rule 3-05 of Regulation S-X of the Securities Act. 62 (b) If the Resale Registration Statement is not an Automatic Resale Registration Statement, Acquirer will use best efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable after such Resale Registration Statement is filed. Once effective, Acquirer shall, subject to the other applicable provisions of this Agreement, use commercially reasonable efforts to cause the Resale Registration Statement to be continuously effective and usable until the date that is the three-year anniversary of the Closing Date, or such earlier time as all shares of Acquirer Common Stock covered by such Resale Registration Statement (i) have been sold pursuant to such Resale Registration Statement or otherwise, (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions, or (iii) cease to be outstanding; provided, however, that Acquirer shall not be deemed to have breached its obligations hereunder if Acquirer shall fail to fulfill its obligations under this Section 5.15 at a time when trading of Acquirer Common Stock has been suspended under Acquirer’s ixxxxxx xxxxxxx policies, including if Acquirer reasonably believes that there is or may be in existence material nonpublic information or events involving the Company, the failure of which to be disclosed in the prospectus included in the Resale Registration Statement could result in a violation of Law. Acquirer will promptly notify the Securityholders’ Agent of the time any state such Resale Registration Statement becomes effective or foreign securities or Blue Sky lawsa supplement to any prospectus forming part of the Resale Registration Statement has been filed. (Cc) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against With respect to any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”Resale Registration Statement that has been filed pursuant to Section 5.15(a), arising from (i) upon the issuance by the SEC of any stop order suspending the effectiveness of any Resale Registration Statement or the initiation of any proceedings for that purpose; (ii) if any Resale Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference shall contain any untrue statement of a material fact or omission of a omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (including, in any such case, as a result of the non-availability of financial statements); or (iii) if, in the good faith judgment of Acquirer following consultation with legal counsel, it would be detrimental to Acquirer or its stockholders for resales of Acquirer Common Stock to be made pursuant to the Resale Registration Statement due to (A) the existence of a material development or potential material development involving Acquirer that Acquirer would be obligated to disclose or incorporate by reference in the Resale Registration Statement, which disclosure would be premature or otherwise inadvisable at such time, or (B) interference with an actual or potential material financing or business combination transaction involving Acquirer, (1) (x) in the case of clause (ii) above, but subject to clause (iii) above, Acquirer shall as promptly as reasonably practicable prepare and file a post-effective amendment to such Resale Registration Statement or a supplement to the related prospectus so that such Resale Registration Statement or prospectus does not contain any amendments untrue statement of a material fact or supplements thereto, omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the case of a post-effective amendment to a Resale Registration Statement, or any amendment or supplement thereto made use reasonable best efforts to cause it to become effective as promptly as reasonably practicable and (y) in reliance upon or in conformity with information relating the case of clause (i) above, use reasonable best efforts to cause such Indemnified Person furnished stop order to be lifted, and (2) Acquirer shall give notice to the Company Securityholders that the availability of such Resale Registration Statement is suspended and, upon receipt of any such notice, each Company Securityholder agrees that it shall not sell any of the registered securities pursuant to a Resale Registration Statement until such Company Securityholder or, if after the Closing, the Securityholders’ Agent is notified by Acquirer of the effectiveness of the post-effective amendment to a Resale Registration Statement provided for in clause (1) above, or until it is notified in writing by or on behalf of such Indemnified Person expressly for use in Acquirer that the Resale Registration Statement may be used. In connection with any circumstance covered by clause (iii) above, Acquirer shall be entitled to exercise its rights pursuant to this Section 5.15(c) to suspend the availability of the Resale Registration Statement for no more than [***] consecutive days and an aggregate of [***] days in any 365-day period. Acquirer shall promptly notify the Securityholders’ Agent upon the receipt of any comment letter or request by the SEC, state securities authority or other Governmental Entity for amendments or supplements to any amendment Resale Registration Statement or supplement theretothe prospectus related thereto or for additional information. Subject to this Section 5.15 and the Company’s performance and compliance with its covenants set forth in this Section 5.15, Acquirer shall use commercially reasonable efforts to cause the shares of Acquirer Common Stock being issued in the Merger to be approved for listing (subject to notice of issuance) on NASDAQ promptly following Acquirer’s filing of the Form 8-K/A, and in no event later than 75 days after the Closing Date.

Resale Registration Statement. Prior to (a) Promptly but not later than ----------------------------- fifteen (15) days after the Closing DateEffective Time, the Company SystemSoft shall prepare and file with the Commission a registration statement (the "Resale Registration Statement") on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange registering the ----------------------------- Registrable Shares by the Holders pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”). (A) The Resale Registration Statement filed with the Commission and shall be consistent in use all material respects with the last forms of such documents provided reasonable efforts to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when cause the Resale Registration Statement has to become effective as expeditiously as possible and shall furnish to remain effective until the Holders with copies thereof; and (y) advise second anniversary of the Holders promptly Effective Time. Notwithstanding the foregoing, during any SystemSoft Black Out Period, and, if at any time or from time to time after the issuance by the Commission date of any stop order or of any order preventing or suspending the use effectiveness of the Resale Registration Statement, SystemSoft notifies the Major Stockholders in writing of the initiation existence of a Potential Material Event, the Major Stockholders and any transferee of a Major Stockholder, shall not offer or threatening sell any Registrable Shares, or engage in any other transaction involving or relating to the Registrable Shares, until the Black-out Period has expired or from the time of the giving of notice with respect to a Potential Material Event until such Major Stockholder or any proceeding transferee of a Major Stockholder receives written notice from SystemSoft that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that SystemSoft may not so suspend the right to such holders ------------------ of Registrable Shares for any such purpose and more than 90 days in the event of aggregate during any 12-month period during the issuance of any stop order or of any order preventing or suspending the use of period the Resale Registration Statement or suspending any such qualification, is required to use promptly its commercially reasonable efforts to obtain its withdrawalbe in effect. (Bb) The Company During the period that any registration of Registrable Shares pursuant to this Section 2.1 is effective, no Major Stockholder shall use its commercially Transfer more than 50% of the shares of Common Stock received by such Major Stockholder in the Merger during any fiscal quarter without the prior written consent of SystemSoft (which consent may be withheld in SystemSoft's reasonable efforts discretion). Any Major Stockholder may request that SystemSoft permit such Major Stockholder to (x) have sell Registrable Shares in excess of the Resale Registration Statement declared effective by limits set forth in the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”immediately preceding sentence, and the period from and after the Closing Date SystemSoft may withhold such permission in its reasonable discretion. If SystemSoft consents to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance a Major Stockholder selling shares of Common Stock in excess of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated limits set forth in the Resale Registration Statementimmediately preceding sentence, SystemSoft shall not be obligated to provide consent to any other Major Stockholder or to notify any amendments or supplements thereto, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse other Major Stockholder that such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretoconsent has been granted.

Resale Registration Statement. Prior to (a) As soon as practicable and in any event within 90 days after the Closing DateEffective Time, the Company EPIX shall prepare and file with the Commission SEC, and thereafter use its commercially reasonable efforts to have declared effective as soon as practicable, a registration statement on Form S-3 (or if EPIX is not eligible to use Form S-3, any successor thereto other form that EPIX is eligible to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 use) (a “S-3 Registration Statement”) under the Securities Act covering the resale by (i) the Chairman of the Board of Directors of EPIX and (ii) former affiliates of Predix (including any former affiliates of Predix who may following the Effective Time be current affiliates of EPIX) listed on Schedule 7 hereto (collectively, the “Affiliate Stockholders”) of shares of EPIX Common Stock issued pursuant to this Agreement as Merger Consideration (the “Resale Registrable Merger Shares”). In its discretion, EPIX will be permitted to register any other shares for resale by other eligible selling stockholders using the S-3 Registration Statement”). (A) The Resale Registration Statement filed with the Commission . EPIX shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have keep the Resale S-3 Registration Statement declared continuously effective by and usable for the Commission prior to resale of the Closing Date and (y) maintain Registrable Merger Shares covered thereby for a period commencing on the Resale date on which the SEC declares the S-3 Registration Statement effective and ending on the earlier of (i) the date upon which all of the Registrable Merger Shares first become eligible for resale pursuant to Rule 145 under the Securities Act without restriction or (ii) the first date upon which all of the Registrable Merger Shares covered by the S-3 Registration Statement have been sold pursuant to such registration statement. (b) EPIX may, by written notice to the Affiliate Stockholders, (i) delay the filing or effectiveness of the S-3 Registration Statement for up to thirty (30) days, or for such longer period, as a result of restraints or restrictions under applicable law or (ii) suspend the S-3 Registration Statement after effectiveness and require that the Affiliate Stockholders immediately cease sales of shares pursuant to the S-3 Registration Statement (A) for a period of one hundred eighty not more than thirty (30) consecutive days or seventy-five (18075) days in the aggregate during any twelve (12) consecutive calendar months, in the event that EPIX files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a then pending public offering of its securities or (B) following the Closing Date effectiveness of the S-3 Registration Statement, for no longer than ten (10) consecutive trading days if an event has occurred or EPIX has entered into a transaction which EPIX determines in good faith must be disclosed in order for EPIX to comply with the public disclosure requirements imposed on EPIX under the Securities Act in connection with the S-3 Registration Statement, provided, that in respect of all such dateevents or occurrences EPIX shall not suspend the effectiveness of the S-3 Registration Statement for more than thirty (30) trading days in the aggregate in any twelve (12) consecutive calendar months. Table of Contents (c) If EPIX delays or suspends the S-3 Registration Statement or requires the Affiliate Stockholders to cease sales of shares pursuant to Section 5.18(b) above, EPIX shall, as promptly as practicable (and in any event within four (4) business days) following the “Termination Date”termination of the circumstance which entitled EPIX to do so, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action such actions as may be necessary to file or advisable so that reinstate the issuance effectiveness of the New Notes and S-3 Registration Statement and/or give written notice to all Affiliate Stockholders authorizing them to resume sales pursuant to the Exchange SharesS-3 Registration Statement. If as a result thereof the prospectus included in the S-3 Registration Statement has been amended to comply with the requirements of the Securities Act, EPIX shall enclose such revised prospectus with the notice to Affiliate Stockholders given pursuant to this Section 5.18(c), and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions Affiliate Stockholders shall make no offers or sales of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses shares pursuant to the extent that they directly resulted from (a) any breach S-3 Registration Statement other than by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part means of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretorevised prospectus.

Resale Registration Statement. Prior to (a) Promptly following the Closing Datedate of this Agreement, the Company Purchaser shall prepare and file with the Commission a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares registering the resale by the Holders pursuant to Rule 415 under Seller and any Permitted Transferee of the Securities Act Consideration Shares that are Accredited Investors and non-“U.S. persons” within the meaning of Regulation S (together, the “Exempt Stockholders”) of the Consideration Shares (such shares, the “Registrable Shares,” and such registration statement, the “Resale Registration Statement”). ; provided that any such securities shall cease to be Registrable Shares on the earliest to occur of when (Ai) The Resale Registration Statement filed such Registrable Shares have been disposed of in accordance with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, (ii) such Registrable Shares shall have been sold in accordance with Rule 144 (or any similar provision then in effect), (iii) such Registrable Shares have been transferred in a transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the initiation securities in accordance with the terms of this Agreement, (iv) with respect to a holder, such securities are eligible for resale by such holder, together with its Affiliates, pursuant to Rule 144 under the Securities Act (or threatening other exemption from registration under the Securities Act) without any volume, manner of any proceeding for any sale or other limitations or (v) such purpose Registrable Securities have ceased to be outstanding. The Seller shall complete, execute and deliver the Selling Stockholder Questionnaires in the event of form attached hereto as Exhibit D (the issuance of “Selling Stockholder Questionnaires”) to the Purchaser. The Seller and any stop order or of any order preventing or suspending the use of other Exempt Stockholder who has returned a properly completed Selling Stockholder Questionnaire is referred to herein as a “Selling Stockholder.” (b) The Purchaser shall file the Resale Registration Statement or suspending any with the SEC no later than the tenth Business Day following the Closing Date (such qualificationday, the “Registration Deadline”); provided that if the Registration Deadline is not during an “open trading window” as determined by the Purchaser’s xxxxxxx xxxxxxx policies (an “Open Trading Window”), the Registration Deadline shall be the Business Day following the first Business Day of the next Open Trading Window. If the Purchaser is eligible to file a Resale Registration Statement on Form S-3 pursuant to Rule 462(e) under the Securities Act (an “Automatic Resale Registration Statement”), the Resale Registration Statement shall be an Automatic Shelf Registration Statement. If the Purchaser is not eligible to use promptly its commercially reasonable efforts an Automatic Shelf Registration Statement, the Resale Registration Statement shall be on Form S-3, or if Form S-3 is not available to obtain its withdrawal. (B) The Company the Purchaser, another appropriate form. If the Resale Registration Statement is not an Automatic Resale Registration Statement, the Purchaser shall use its commercially reasonable best efforts to (x) have the Resale Registration Statement declared effective under the Securities Act as promptly as practicable after such Resale Registration Statement is filed. The Purchaser will advise the Seller promptly after the Purchaser receives any request by the Commission prior to the Closing Date and (y) maintain SEC for amendment of the Resale Registration Statement under or any SEC comments thereon. Once the Securities Act for a period Resale Registration Statement is declared effective, the Purchaser shall notify the Seller of one hundred eighty days (180) days following such declaration, and thereafter, subject to the other applicable provisions of this Agreement, shall use commercially reasonable efforts to cause the Resale Registration Statement to be continuously effective and usable until the date that is the one-year anniversary of the Closing Date Date, or such earlier time when no Registrable Securities remain (such dateperiod, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Registration Period”). The Company Purchaser shall take use commercially reasonable efforts to cause the Resale Registration Statement (including the documents incorporated therein by reference) to comply as to form in all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance material respects with the all applicable provisions requirements of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky lawsAct. (Cc) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons Resale Registration Statement (each an “Indemnified Person”) from and against or any and all losses, claims, damages, liabilities and reasonable expenses, joint prospectus or several (“Losses”prospectus supplement forming a part of such Resale Registration Statement), arising from as initially filed, shall include the Registrable Shares of all Selling Stockholders for whom the Purchaser has received properly completed Selling Stockholder Questionnaires on or before the Closing Date. On or about a date requested by the Seller in writing (so long as such date is at least ten Business Days after such request and is within an Open Trading Window), the Purchaser shall file an amendment or supplement, as appropriate, to the Resale Registration Statement (and any prospectus or prospectus supplement forming a part of such Resale Registration Statement) to include the Registrable Shares of (i) any Selling Stockholders who deliver properly completed Selling Stockholder Questionnaires after the Closing Date or (ii) any Permitted Transferees (who shall be deemed a Selling Stockholder hereunder following delivery of a Selling Stockholder Questionnaire) who delivers a properly completed Selling Stockholder Questionnaire after the Closing Date. The Purchaser shall only be required to file one such amendment or supplement. (d) The Purchaser shall notify the Seller promptly upon discovery that, or upon the discovery of the happening of any event as a result of which, the Resale Registration Statement or any supplement to any prospectus forming a part of the Resale Registration Statement contains an untrue statement of a material fact or omission of a material omits any fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made, and, as promptly as practicable, use commercially reasonable efforts to supplement or amend such prospectus so that such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not misleading in the light of the circumstances under which they were made. After the Resale Registration Statement becomes effective, the Purchaser shall notify the Seller of any request by the SEC that the Purchaser amend or supplement such Resale Registration Statement or prospectus, and the Purchaser shall use commercially reasonable efforts to prepare and file with the SEC such amendments and supplements to the Resale Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to keep the Resale Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by the Resale Registration Statement. The Purchaser shall furnish to each Selling Stockholder such numbers of copies of a prospectus, including a preliminary prospectus, and any supplement to any prospectus, as required by the Securities Act and shall take such other actions (including causing the removal of any restricted legends), as the Selling Stockholders may reasonably request in order to facilitate their disposition of their Registrable Shares, subject to each Selling Stockholder providing any information reasonably requested by the Purchaser to facilitate such action. (e) Notwithstanding any of the provisions of this Section 6.13 to the contrary, the Purchaser shall be entitled to postpone or suspend (a “Permitted Suspension”), for a reasonable period of time not more than thirty (30) consecutive days, the effectiveness or use of, or trading under, any Resale Registration Statement (and such postponement or suspension shall not be a breach of its obligations hereunder) if the Purchaser shall determine that any such sale of any securities pursuant to such Resale Registration Statement would in the good faith judgment of the Purchaser’s board of directors: (i) materially impede, delay or interfere with any material pending or proposed financing, acquisition, corporate reorganization or other similar transaction involving the Purchaser for which the Purchaser’s board of directors has authorized negotiations; (ii) materially adversely impair the consummation of any pending or proposed material offering or sale of any class of securities by the Purchaser; or (iii) require disclosure of material nonpublic information that, if disclosed at such time, would be materially harmful to the interests of the Purchaser and its stockholders; provided, however, that the aggregate period of Permitted Suspension may not exceed sixty (60) days in any six (6) month period; and provided, further, that the Purchaser shall not register any securities for its own account or that of any other shareholder during any period of Permitted Suspension. In the event of the postponement or suspension of effectiveness of any Resale Registration Statement pursuant to this Section 6.13, the Selling Stockholders shall be precluded from using the Resale Registration Statement in connection with a disposition of the relevant Registrable Shares for the duration of such postponement or suspension, and the applicable time period during which such Resale Registration Statement is to remain effective shall be extended by that number of days equal to the number of days the effectiveness of such Resale Registration Statement was postponed or suspended. (f) The Purchaser shall indemnify and hold harmless each Selling Stockholder with Registrable Shares included in the Resale Registration Statement against any Losses to which such Selling Stockholder may become subject arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference into the Resale Registration Statement or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, and shall reimburse such Indemnified Person for or (iii) any reasonable legal violation or other reasonable out-of-pocket expenses incurred alleged violation by the Purchaser (or any of its Representatives or Affiliates) of the Securities Act, the Exchange Act or any state securities Law in connection with investigatingthe Resale Registration Statement or the offer or sale of Registrable Shares thereunder, responding in each case, to the extent such Losses arise out of or defending are based upon any claim or cause of action made against such Selling Stockholder by an unaffiliated third party (excluding, for the foregoingavoidance of doubt, any Permitted Transferee) who purchased such Registrable Shares from such Selling Stockholder; provided that the foregoing indemnification will Purchaser shall not apply to liable for any such Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person Losses arise out of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance are based upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing Purchaser by or on behalf of such Indemnified Person Selling Stockholder expressly for use in the Resale Registration Statement Statement; provided, further, that the Purchaser shall not be liable under this Section 6.13(f) for any Losses arising out of or resulting from the diminution in value of the Registrable Shares held by any amendment Selling Stockholder following the date of this Agreement; provided, further, that the indemnity obligations set forth in this Section 6.13(f) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld. The Purchaser shall have the right to assume the defense and settlement of any claim or supplement theretosuit for which the Purchaser may be responsible for indemnification under this Section 6.13(f). (g) From the date of this Agreement until the earlier of the date this Agreement is terminated in accordance with its terms and the end of the Registration Period, the Purchaser shall use its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by the Purchaser under the Securities Act and the Exchange Act. (h) All of the expenses incurred in connection with any registration of Registrable Shares pursuant to this Agreement, including all SEC fees, blue sky registration and filing fees, listing notices and filing fees, printing fees and expenses, transfer agents’ and registrars’ fees and expenses and all fees and expenses of the Purchaser’s outside counsel and independent accountants of the Purchaser shall be paid by the Purchaser. The Purchaser shall not be responsible for any selling expenses of any Selling Stockholder (including any broker’s fees or commissions) or fees or expenses of outside counsel or independent accountants of Selling Stockholder or, to the extent incurred prior to the Closing, the Company in connection with the Resale Registration Statement. (i) The Purchaser shall use commercially reasonable efforts to cause the Consideration Shares being issued to be approved for listing (subject to notice of issuance) on the Nasdaq Global Select Market effective as of the Closing.

Resale Registration Statement. Prior to (a) As soon as reasonably practicable after the Closing Effective Date, but not later than the Company earlier of (i) 150 days following the Effective Date or (ii) Parent's public release of its financial results for the third quarter of 1998, Parent shall prepare and file with the Commission SEC a registration statement Registration Statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders other appropriate form pursuant to Rule 415 under the Securities Act Act, or other similar rule of the SEC covering the resale by the Interest Holder of 50% of the shares of Parent Common Stock issued to him in connection with the Acquisition (the “"Resale Registration Statement”"). (A) . The Interest Holder shall, promptly after any request by Parent, furnish to Parent all financial statements and other information as may be requested by Parent in connection with preparation and filing of the Resale Registration Statement filed with the Commission Statement. Parent shall be consistent in use all material respects with the last forms of such documents provided commercially reasonable efforts to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when cause the Resale Registration Statement has become to be declared effective and shall furnish to keep the Holders Resale Registration Statement continuously effective for a period of two years following the Closing Date, or, if sooner, until the date on which the Interest Holder has disposed of such 50% of the shares of Parent Common Stock issued to them in connection with copies thereof; and (y) advise the Holders promptly after Acquisition. Parent further agrees, if necessary during the issuance time that the Resale Registration Statement is required to be maintained effective, to amend or supplement the Resale Registration Statement when required by the Commission registration form, by the instructions applicable to such form, or by the Securities Act or the rules and regulations thereunder. (b) Parent agrees to furnish promptly to Interest Holder such number of any stop order or of any order preventing or suspending the use copies of the Resale Registration Statement, any amendments thereto, any documents incorporated by reference therein, the prospectus included in the Resale Registration Statement, including any preliminary prospectus, and such other documents as Interest Holder may reasonably request in writing in order to facilitate the disposition of the initiation or threatening shares of Parent Common Stock covered by the Resale Registration Statement ("Registered Stock"). (c) Parent agrees to promptly notify each holder of Registered Stock, at any proceeding for any such purpose and in time when a prospectus relating thereto is required to be delivered under the event Securities Act, of the issuance occurrence of any stop order an event requiring the preparation of a supplement to such prospectus or of any order preventing or suspending the use an amendment of the Resale Registration Statement or suspending any such qualification, necessary in order to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have maintain the effectiveness of the Resale Registration Statement declared effective by the Commission prior and to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (ensure that such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each prospectus will not contain an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a omit to state any material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection to promptly file with investigatingthe SEC and (d) Interest Holder agrees that, responding to or defending any upon receipt of written notice from Parent of the foregoing; happening of any event of the kind described in Section 8.13(c) hereof, Interest Holder will treat such information as confidential, will immediately discontinue the disposition of Registered Stock pursuant to the Resale Registration Statement until Interest Holder's receipt of the copies of the revised prospectus contemplated by Section 8.13(c) hereof (a "Suspension Period") and, if so directed by Parent, Interest Holder will deliver to Parent all copies, other than permanent file copies then in Interest Holder's possession, of the most recent prospectus covering such Registered Stock at the time of receipt of such notice. Parent agrees and acknowledges that for the period beginning on the date on which Parent announces its results of operations for the first full calendar month of combined operations of Parent and the Company and ending six months thereafter (i) it shall not impose any single Suspension Period in excess of 30 consecutive days, (ii) a period of at least 10 trading days must occur between Suspension Periods and (iii) that the total number of days constituting Suspension Periods shall not exceed 100 days in the aggregate, provided that the foregoing indemnification will such limitations shall not apply to Losses events of the type described in Section 8.13(c) hereof which are beyond Parent's control. (e) Parent shall use all commercially reasonable efforts to register or qualify the extent that they directly resulted from (a) Registered Stock under such other securities or blue sky laws of such jurisdictions as each holder of Registered Stock shall reasonably request, and do any breach and all other acts and things which may be necessary under such securities or blue sky laws to enable each such holder of Registered Stock to consummate the public sale or other disposition in such jurisdictions of the Registered Stock owned by such Indemnified Person holder, except that Parent shall not for any such purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified. (f) Parent shall use all commercially reasonable efforts to prevent the issuance of this Agreement, (b) gross negligence or willful misconduct on any order suspending the part effectiveness of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or and if one is issued, use its best efforts to obtain the withdrawal of any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to order suspending the Company in writing by or on behalf effectiveness of such Indemnified Person expressly for use in the Resale Registration Statement at the earliest possible moment. (g) Parent shall promptly file appropriate additional listing applications, and shall use all commercially reasonable efforts to cause the Registered Stock to be listed on the securities exchange or quoted on the automated quotation system on which the Parent Common Stock is then listed or quoted. (h) Parent shall otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC in connection with the Resale Registration Statement and make generally available to Parent's security holders, in each case as soon as practicable, but not later than 45 days after the close of the period covered thereby (90 days in case the period covered corresponds to a fiscal year of Parent), an earnings statement of Parent which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any amendment or supplement theretocomparable successor provisions).

Resale Registration Statement. Prior to In connection with the Closing DateResale Registration Statement, the Company Globe shall use commercially reasonable efforts to effect such registration to permit the sale of the Registrable Securities, and pursuant thereto, shall prepare and file with the Commission SEC a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”). (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided relating to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly registration of the time when Registrable Securities. In connection with the Resale Registration Statement has become and any Prospectus required by this Agreement to permit the sale or resale of Registrable Securities, the Globe shall: (a) Subject to any notice by the Globe of the existence of any fact or event of the kind described in Section 2.15 and the Globe's right to invoke a Suspension Period in the manner described in this Section 2.14(a), use commercially reasonable efforts to keep the Resale Registration Statement continuously effective during the Effectiveness Period. Upon the occurrence of any event that would cause the Resale Registration Statement or the Prospectus contained therein to (i) contain a material misstatement or omission or (ii) not be effective and usable for resale of Registrable Securities during the Effectiveness Period, unless a Suspension Period is then in effect, the Globe shall furnish the Holders with copies thereof; and (y) advise the Holders file promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of an appropriate amendment to the Resale Registration Statement, a supplement to the Prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the initiation or threatening Exchange Act, in the case of any proceeding for clause (i), correcting any such purpose and misstatement or omission, and, in the event case of either clause (i) or (ii), use commercially reasonable efforts to cause such amendment to be declared effective and the issuance of any stop order or of any order preventing or suspending Resale Registration Statement and the use related Prospectus to become usable for their intended purposes as soon as practicable thereafter. Notwithstanding the foregoing, the Globe may suspend the effectiveness of the Resale Registration Statement or suspending by written notice to the Target Shareholders for a period not to exceed an aggregate of 90 days in any 360-day period (each such qualificationperiod, to use a "Suspension Period"); provided that the Globe shall promptly its commercially reasonable efforts to obtain its withdrawalnotify each Target Shareholder in writing of the date on which the Suspension Period will begin and the date on which the Suspension Period ends and no single Suspension Period shall exceed 45 days. No Suspension Period may be followed immediately by an additional Suspension Period, and there must be a minimum of 45 days between each Suspension Period. (Bb) The Company shall use its commercially reasonable efforts Prepare and file with the SEC such amendments and post-effective amendments to (x) have the Resale Registration Statement declared effective by the Commission prior as may be necessary to the Closing Date and (y) maintain keep the Resale Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (it being understood that the Globe shall not be required to file a Prospectus supplement pursuant to Rule 424(b) with respect to any Target Shareholder that failed to submit his/her/its Target Shareholder Questionnaire by the Questionnaire Deadline) under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”Act, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the Exchange provisions of the Securities Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless with respect to the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and disposition of all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in Registrable Securities covered by the Resale Registration Statement, Statement during the applicable period in accordance with the intended method or any amendments or supplements thereto, or necessary to make methods of distribution by the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use sellers thereof set forth in the Resale Registration Statement or any amendment or a supplement theretoto the Prospectus.

Resale Registration Statement. Prior to the Closing Date, the Company (a) Per-Se shall prepare and file with the Commission as soon as practicable after the date hereof, but in no event more than 10 days after the date hereof, a registration statement (the "Initial Registration Statement") on Form S-3 or any successor thereto other available form with respect to register offers and sales resale of New Notes and Exchange the Settlement Shares by the Holders pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”). (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders Foundation and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable best efforts to (x) have the Resale Initial Registration Statement declared effective by the Commission prior as promptly as practicable thereafter. Per-Se shall prepare and file with the Commission as soon as practical after receipt of a notice from Foundation requiring Per-Se to issue Additional Shares pursuant to the Closing Date Settlement Agreement, but in no event more than 3 days after the date of such notice, a registration statement (each a "Subsequent Registration Statement" and, together with the Initial Registration Statement, a "Registration Statement") on Form S-3 or other available form with respect to resale of the Additional Shares by Foundation and (y) maintain shall use its reasonable best efforts to have the Resale Subsequent Registration Statement under declared effective by the Securities Act Commission as promptly as practicable thereafter. As of the date hereof, Per-Se is not aware of any events, facts or circumstances that would cause the Commission not to promptly declare the Initial Registration Statement effective (other than the rights of the Commission to act 2 in compliance with applicable regulations). Per-Se will allow Foundation and its representatives and agents to conduct reasonable legal, financial and other due diligence with respect to each Registration Statement. (b) Per-Se and Foundation will cooperate in the preparation of each Registration Statement for a period of one hundred eighty days (180) days following the Closing Date (such dateShares and will furnish each other with all information concerning themselves, the “Termination Date”their subsidiaries, directors, officers, and the period from stockholders and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action such other matters as may be reasonably necessary or advisable so that for the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make filings under the statements therein, in light of the circumstances under which they were made, not misleadingstate securities laws, and shall reimburse such Indemnified Person for any reasonable legal other statement or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto application made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly Per-Se or Foundation to any governmental body in connection with this Settlement Agreement and the transactions contemplated thereby and hereby. (c) Per-Se shall provide Foundation a reasonable opportunity for use in Foundation and its representatives to review a draft of each Registration Statement, and any amendment or supplement thereto, to correct any information with respect to Foundation, and to incorporate the Resale reasonable comments of Foundation, prior to the time a Registration Statement or any amendment or supplement theretothereto is filed with the Commission.

Resale Registration Statement. Prior (a) On or prior to the Closing each Filing Date, the Company shall prepare and file with the Commission a registration statement Registration Statement covering the resale of all of the Registrable Securities that are not then registered on Form S-3 or any successor thereto an effective Registration Statement for an offering to register offers and sales of New Notes and Exchange Shares by the Holders be made on a continuous basis pursuant to Rule 415 415. Each Registration Statement filed hereunder shall be on Form F-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A.; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to: i. cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act (the “Resale Registration Statement”). (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and ii. The Company shall: (x) advise the Holders promptly of the time when the Resale keep such Registration Statement has become continuously effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (A) have been sold, thereunder or pursuant to Rule 144 or (B) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a period of one hundred eighty days written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Effectiveness Period”). The Company shall take all action telephonically request effectiveness of a Registration Statement as may be necessary or advisable so of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the issuance Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the New Notes Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Exchange SharesInitial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form F-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form F-3 or other appropriate form, and subject to the other transactions contemplated by this Agreement may provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be effected obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the applicable provisions of the Securities Act SEC Guidance, including without limitation, Compliance and the Exchange Act and any state or foreign securities or Blue Sky lawsDisclosure Interpretation 612.09. (Cc) The Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: i. First, the Company shall indemnify reduce or eliminate any securities to be included other than Registrable Securities; and ii. Second, the Company shall reduce Registrable Securities represented by Shares and hold harmless Option Shares (applied, in the case that some Shares and Option Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares and Option Shares held by such Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement . In the event of a material fact cutback, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or omission SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) In addition to any other rights the Holders may have hereunder or under applicable law, on each Event Date (as defined below) and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Holder’s Confirmation Letter if: i. the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)); ii. the Company fails to file with the Commission a request for acceleration of a material fact Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review; iii. prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be stated declared effective; iv. a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement; or v. after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in the Resale such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any amendments 12-month period (any such failure or supplements theretobreach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or necessary fifteen (15) calendar day period, as applicable, is exceeded being referred to make as “Event Date”). If the statements thereinCompany fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, then the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in light full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) If Form F-3 is not available for the registration of the circumstances under which they were maderesale of Registrable Securities hereunder, not misleading, and the Company shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any (i) register the resale of the foregoing; Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form F-3 as soon as such form is available, provided that the foregoing indemnification will not apply to Losses to Company shall maintain the extent that they directly resulted from (a) any breach by such Indemnified Person effectiveness of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretothen in effect until such time as a Registration Statement on Form F-3 covering the Registrable Securities has been declared effective by the Commission.

Resale Registration Statement. Prior to the Closing Date, the (i) The Company shall prepare use commercially reasonable efforts to file within thirty (30) days of the consummation of the Transaction (the “Resale Shelf Filing Date”) and file with the Commission to cause to be declared effective as soon as practicable thereafter, a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act S-1 (the “Resale Registration StatementShelf”), in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such filing); provided, that the Parties acknowledge and agree that the sale of any Registrable Securities registered under such Resale Shelf may be subject to restrictions imposed by lock-up or holdback restrictions, including those pursuant to the Lock-Up Agreements, and/or applicable securities laws. Such Resale Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any of the Investors named therein. Notwithstanding anything to the contrary herein, to the extent there is an active Resale Shelf under this Section 1(g) covering Registrable Securities of any Investor, such Investor may not request a Demand Registration that is not for an underwritten offering. In any event, the Resale Shelf shall be declared effective no later than sixty (60) calendar days after the Filing Date (the “Resale Shelf Effectiveness Deadline”); provided, that the Resale Shelf Effectiveness Deadline shall be extended to ninety (90) calendar days after the Resale Shelf Filing Date if the Resale Shelf is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have the Resale Shelf declared effective within ten (10) business days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Resale Shelf will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Resale Shelf Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Resale Shelf Effectiveness Deadline shall be extended to the next business day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Resale Shelf Effectiveness Deadline shall be extended by the same number of business days that the Commission remains closed for. (Aii) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, agrees to use promptly its commercially reasonable efforts to obtain its withdrawal. cause such Resale Shelf, or another shelf registration statement that includes all Registrable Securities, to remain effective until the earlier of (Bi) the sixth anniversary of the consummation of the Transaction and, (ii) the date on which Investors cease to hold any Registrable Securities. The Company shall use its commercially reasonable efforts to (x) have provide a draft of the Resale Registration Statement declared effective by Shelf to the Investors holding Registrable Securities for review (but not comment, other than with respect to the Investor’s name and number of Registrable Securities to be included in the Resale Shelf) at least three (3) Business Days in advance of filing the Resale Shelf; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Resale Shelf as a result of or in connection with any Investor’s review. Notwithstanding the foregoing, if the Commission prior prevents the Company from including any or all of the Registrable Securities proposed to the Closing Date and (y) maintain be registered under the Resale Registration Statement under Shelf due to limitations on the use of Rule 415 of the Securities Act for a period the resale of one hundred eighty days (180) days following Registrable Securities by the Closing Date (applicable Investors or otherwise, such dateResale Shelf shall register for resale the maximum number of Registrable Securities as is permitted. In such event, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance number of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Registrable Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated registered for each selling Investor named in the Resale Shelf shall be reduced pro rata among all such selling Investors, and as promptly as practicable after being permitted to register additional Registrable Securities under Rule 415 under the Securities Act, the Company shall amend the Resale Shelf or file a new Resale Shelf to register such Registrable Securities not included in the initial Resale Shelf and use its commercially reasonable efforts to cause such amendment or Resale Shelf to become effective as promptly as practicable. Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light Expenses of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any holders of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions Registrable Securities in the Resale Registration StatementShelf shall be paid by the Company, whether or not any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretooffering is completed.

Resale Registration Statement. Prior to (a) Promptly following the Closing Agreement Date, the Company Parent shall prepare and file with the Commission a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares Parent registering the resale by the Holders pursuant Accredited Stockholders of the shares of Parent Class A Common Stock to Rule 415 under be issued to the Securities Act Accredited Stockholders hereunder (such shares, the “Registrable Shares,” and such registration statement, the “Resale Registration Statement”). (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to cause to be completed, executed and delivered by the Company Stockholders and the Company Warrantholders who are, or who the Company reasonably believes to be, Accredited Stockholders, the Selling Stockholder Questionnaires in the form attached hereto as Exhibit L (x) have the “Selling Stockholder Questionnaires”), and will provide all such completed Selling Stockholder Questionnaires that it receives back from Company Stockholders and the Company Warrantholders to Parent. Each Accredited Stockholder who has returned a properly completed Selling Stockholder Questionnaire is referred to herein as a “Selling Stockholder.” Parent shall file the Resale Registration Statement declared effective by in accordance with Schedule 5.6(a). (b) The Resale Registration Statement (or any prospectus or prospectus supplement forming a part of such Resale Registration Statement), as initially filed, shall include the Commission Registrable Shares of all Selling Stockholders for whom Parent has received completed Selling Stockholder Questionnaires on or before the third (3rd) Business Day prior to the Closing Date and allow for distributions by such Selling Stockholders to Fund Transferees that are Permitted Transferees under the Resale Registration Statement. On a date requested by the Stockholder Representative in writing (yso long as such date is at least ten (10) maintain Business Days after such request), Parent shall file an amendment or supplement, as appropriate, to the Resale Registration Statement under (and any prospectus or prospectus supplement forming a part of such Resale Registration Statement) to include the Securities Act for a period Registrable Shares of one hundred eighty days (180i) days following any Selling Stockholders who deliver Selling Stockholder Questionnaires on or after the third (3rd) Business Day prior to the Closing Date or (such date, the “Termination Date”, and the period from and after the Closing Date ii) any Permitted Transferees to the Termination Dateextent such filing is required in order to permit the Permitted Transferees to offer and sell the Registrable Shares received by the Permitted Transferees in the Permitted Transfer pursuant to the Resale Registration Statement. Parent further agrees to provide in the Resale Registration Statement (and in any prospectus or prospectus supplement forming a part of such Resale Registration Statement) that all Permitted Transferees shall, by virtue of receiving Registrable Shares in a Permitted Transfer, be deemed to be selling stockholders under the “Resale Period”)Registration Statement (or any such prospectus or prospectus supplement) with respect to the Registrable Shares received by such Permitted Transferees in such Permitted Transfers. The Company Parent shall take all action as may only be necessary required to file three such amendments or advisable so that supplements. Parent shall include disclosure in the issuance plan of distribution in the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act Resale Registration Statement (and any state prospectus or foreign securities or Blue Sky lawsprospectus supplement forming a part of such Resale Registration Statement) that Permitted Transfers to Fund Transferees will be transfers covered by the Resale Registration Statement. (Cc) The Company Parent shall indemnify and hold harmless notify each Selling Stockholder promptly upon discovery that, or upon the Holdersdiscovery of the happening of any event as a result of which, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each the Resale Registration Statement or any supplement to any prospectus forming a part of the Resale Registration Statement contains an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material omits any fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made, and, as promptly as practicable, use commercially reasonable efforts to supplement or amend such prospectus so that such prospectus will not misleadingcontain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not misleading in the light of the circumstances under which they were made. After the Resale Registration Statement becomes effective, Parent shall notify each Selling Stockholder of any request by the SEC that Parent amend or supplement such Resale Registration Statement or prospectus, and Parent shall reimburse use commercially reasonable efforts to prepare and file with the SEC such Indemnified Person for amendments and supplements to the Resale Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to keep the Resale Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by the Resale Registration Statement. Parent shall furnish to each Selling Stockholder such numbers of copies of a prospectus, including a preliminary prospectus, and any supplement to any prospectus, as required by the Securities Act and shall take such other actions (including causing the removal of any restricted legends), as the Selling Stockholders may reasonably request in order to facilitate their disposition of their Registrable Shares, subject to each Selling Stockholder providing any information reasonably requested by Parent to facilitate such action. Parent further agrees to the obligations and undertakings set forth on Schedule 5.6(c). (d) Notwithstanding any of the provisions of this Section 5.6 to the contrary, after the Resale Registration Statement becomes effective, Parent shall be entitled to postpone the filing of an amendment or supplement to the Resale Registration Statement (and any related prospectus or prospectus supplement pursuant to Section 5.6(b)) or suspend the use of, or trading under, the Resale Registration Statement in accordance with Schedule 5.6(d). (e) From the date of this Agreement until the earlier of the date this Agreement is terminated in accordance with its terms and the end of the Registration Period, Parent shall use its commercially reasonable legal or efforts to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other reasonable out-of-pocket documents required to be filed by Parent under the Securities Act and the Exchange Act. (f) All of the expenses incurred in connection with investigatingany registration of Registrable Shares pursuant to this Agreement, responding to including all SEC fees, blue sky registration and filing fees, listing notices and filing fees, printing fees and expenses, transfer agents’ and registrars’ fees and expenses and all fees and expenses of Parent’s outside counsel and independent accountants of Parent shall be paid by Parent. Parent shall not be responsible for any selling expenses of any Selling Stockholder (including any broker’s fees or defending any commissions) or fees or expenses of the foregoing; provided that the foregoing indemnification will not apply to Losses outside counsel or independent accountants of Selling Stockholder or, to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreementincurred prior to the Closing, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions Company in connection with the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating . (g) Parent shall use commercially reasonable efforts to such Indemnified Person furnished to cause the Company in writing by or on behalf shares of such Indemnified Person expressly for use Parent Class A Common Stock being issued in the Resale Registration Statement or any amendment or supplement theretoMerger to be approved for listing (subject to notice of issuance) on the New York Stock Exchange effective as of the Closing.

Resale Registration Statement. Prior to (a) Promptly following the Closing Agreement Date, the Company Purchaser shall prepare and file with the Commission a registration statement on Form S-3 or any successor thereto of Purchaser (except if the Purchaser is not then eligible to register offers and sales of New Notes and Exchange for resale the Registrable Shares by the Holders pursuant to Rule 415 (as defined below) on Form S-3, then such registration shall be on Form S-1 or another appropriate form) registering under the Securities Act the resale, in accordance with any reasonable method of distribution elected by the Sellers, of the shares of Purchaser Common Stock to be issued to the Sellers in connection with the Transactions (including those issuable upon the exercise of the Purchaser Warrants) and any other shares of Purchaser Common Stock issued in respect of such securities upon any stock split, stock dividend, recapitalization, reclassification, merger, consolidation or similar event (such shares, the “Resale Registrable Shares,” and such registration statement, the “Registration Statement”). Each Seller shall complete, execute and deliver to Purchaser a Seller Questionnaire. Each Seller who returns a properly completed Seller Questionnaire or otherwise provides the information that in the opinion of Purchaser’s counsel is required to be included in the Registration Statement is referred to herein as a “Selling Shareholder.” (Ab) The Resale Registration Statement filed shall include the Registrable Shares of all Selling Shareholders for whom Purchaser has received a completed Seller Questionnaire or information that in the opinion of Purchaser’s counsel is required to be included in the Registration Statement. Purchaser will use best efforts to file the Registration Statement with the Commission shall be consistent in all material respects with SEC within 10 Business Days following the last forms of such documents provided Closing and to cause the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement be declared effective by the Commission prior SEC as soon as practicable thereafter, but no later than the earlier of (i) 75 calendar days and (ii) the 5th business day after the date the Purchaser is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. Notwithstanding anything to the Closing Date contrary in this Agreement, Purchaser will be entitled to delay or postpone the filing or effectiveness of the Registration Statement, and (y) maintain from time to time to suspend the Resale effectiveness thereof, if the Purchaser Board has determined in good faith that the disclosure necessary for continued use of the Registration Statement under by the Securities Act Selling Shareholders could be materially detrimental to the Purchaser, by delivering written notice of such suspension to all Selling Shareholders (each such circumstance, a “Suspension Event”); provided, however, that Purchaser may not delay the filing or suspend the effectiveness of the Registration Statement on more than one occasion or for a more than 90 consecutive calendar days, in each case during any 12-month period of one hundred eighty days (180) days following the Closing Date (provided that any such date, the “Termination Date”, delay in filing or suspension shall be lifted and the period from and after the Closing Date Purchaser shall provide notice to the Termination Date, Selling Shareholders as soon as such disclosure is no longer needed or would no longer be materially detrimental to the “Resale Period”Purchaser to make). The Company shall take all action as may be necessary or advisable so Upon receipt of any written notice from Purchaser of the occurrence of any Suspension Event during the period that the issuance Registration Statement is effective or if as a result of a Suspension Event the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state Registration Statement or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from related prospectus contains any untrue statement of a material fact or omission of a omits to state any material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Selling Shareholder agrees that (i) it will immediately discontinue offers and sales of the Registrable Shares under the Registration Statement until the Selling Shareholder receives copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment of the Registration Statement has become effective or unless otherwise notified by Purchaser that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by Purchaser unless otherwise required by law or subpoena (provided that any such notice shall solely provide that the use of the Registration Statement or prospectus has been suspended without setting forth the reason for such suspension). Notwithstanding anything to the contrary set forth herein, Purchaser shall not, when so advising the Selling Shareholders of such Suspension Event, provide the Selling Shareholders with any material, nonpublic information regarding Purchaser other than to the extent that providing notice to the Selling Shareholders of the Suspension Event may constitute material, nonpublic information regarding Purchaser. (c) To the extent not registered by the initial Registration Statement filed pursuant to Section 8.5(a) above, Purchaser shall register under the Securities Act the resale, in accordance with any reasonable method of distribution elected by the Sellers, of any Holdback Shares, any Second Payment Consideration or any other Registrable Shares issued to or underlying equity interests to be issued to the Sellers after the Closing Date, including securities upon any stock split, stock dividend, recapitalization, reclassification, merger, consolidation or similar event, on the same terms as those described in this Section 8.5. (d) The Purchaser shall advise the Representative (on behalf of the holders of Registrable Shares registered under any Registration Statement) promptly and in any event within three Business Days (at Purchaser’s expense): (i) when a Registration Statement or any post-effective amendment thereto has been filed and when it becomes effective; (ii) of any request by the SEC for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by the Purchaser of any notification with respect to the suspension of the qualification of the Registrable Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading (provided that any such notice shall solely provide that the use of the Registration Statement or prospectus has been suspended without setting forth the reason for such suspension). Notwithstanding anything to the contrary set forth herein, Purchaser shall not, when so advising the Selling Shareholders of such events, provide the Selling Shareholders with any material, nonpublic information regarding Purchaser other than to the extent that providing notice to the Selling Shareholders of the occurrence of the events listed in (i) through (v) above may constitute material, nonpublic information regarding Purchaser. Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as practicable. Upon the occurrence of any event contemplated in clauses (i) through (v) above, except for such times as Purchaser is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement as a result of a Suspension Event, Purchaser shall use its reasonable best efforts to as soon as practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to the holders of Registrable Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) Once declared effective, the Purchaser shall, subject to the occurrence of any Suspension Event, cause the Registration Statement to be continuously effective and usable until such time as there are no longer any Registrable Shares (the “Effectiveness Period”). If any Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Purchaser shall promptly cause such Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Registration Statement), and in any event no later than within twenty (20) days of such cessation of effectiveness, amend such Registration Statement in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Registration Statement or, file an additional registration statement for an offering (“Subsequent Shelf Registration”) to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the Selling Shareholders thereof of all securities that are Registrable Shares as of the time of such filing. If a Subsequent Shelf Registration is filed, the Purchaser shall reimburse use its reasonable best efforts to (a) cause such Indemnified Person Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after such filing, but in no event later than the date that is seventy-five (75) days after such Subsequent Shelf Registration is filed and (b) keep such Subsequent Shelf Registration (or another Subsequent Shelf Registration) continuously effective until the end of the Effectiveness Period. Any such Subsequent Shelf Registration shall be a Registration Statement on Form S-3 to the extent that the Purchaser is eligible to use such form, and if the Purchaser is a “well-known seasoned issuer” as defined under Rule 405 as of the filing date, such Registration Statement shall be an Automatic Shelf Registration Statement. Otherwise, such Subsequent Shelf Registration shall be on Form S-1 or another appropriate form and shall provide for the registration of such Registrable Shares for resale by such Selling Shareholders in accordance with any reasonable legal method of distribution elected by the Selling Shareholders. (f) The Purchaser shall supplement and amend any Registration Statement if required by the rules, regulations or other reasonable out-of-pocket expenses instructions applicable to the registration form used by the Purchaser for such Registration Statement if required by the Securities Act or as reasonably requested by a Selling Shareholder. (g) The Purchaser will provide a draft of the Registration Statement to the Sellers for review at least three Business Days in advance of filing the Registration Statement. In no event shall any Selling Shareholder be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the SEC or another regulatory agency; provided, however, that if the SEC requests that a Selling Shareholder be identified as a statutory underwriter in the Registration Statement, such Selling Shareholder will have an opportunity to withdraw from the Registration Statement. (h) If the SEC prevents the Purchaser from including any or all of the Registrable Shares proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the shares of Purchaser Common Stock by the applicable shareholders or otherwise, (i) such Registration Statement shall register for resale such number of Registrable Shares that is equal to the maximum number of shares of Purchaser Common Stock as is permitted by the SEC, (ii) the number of Registrable Shares to be registered for each Seller named in the Registration Statement shall be reduced pro rata among all such Selling Shareholders, and (iii) as promptly as reasonably practicable after being permitted to register additional shares of Purchaser Common Stock under Rule 415 of the Securities Act, the Purchaser shall file a new Registration Statement to register such Registrable Shares not included in the initial Registration Statement and cause such Registration Statement to become effective promptly. (i) All Registration Expenses incurred in connection with investigating, responding to or defending any of registration shall be borne by the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information Purchaser. All Selling Expenses relating to such Indemnified Person furnished to the Company in writing by securities registered or sold on behalf of the Sellers shall be borne by the Sellers of the registered securities included in such Indemnified Person expressly registration. For purposes hereof, “Registration Expenses” means all expenses incurred by the Purchaser in complying with this Section 8.5, including, without limitation, all registration, qualification, listing and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for use in the Resale Registration Statement Purchaser, blue sky fees and expenses, and the expense of any special audits incident to or required by any amendment or supplement theretosuch registration. For purposes hereof, “Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Selling Shareholders and all other expenses.

Resale Registration Statement. Prior to the Closing Date, (a) Each of Acquirer and the Company shall prepare cooperate with respect to the preparation and file filing with the Commission SEC of a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares Acquirer registering the resale by the Holders pursuant to Rule 415 under the Securities Act Company Securityholders holding shares of Acquirer Common Stock issued hereunder following Closing (the “Resale Registration Statement”). (A) The . If Acquirer is eligible to file a Resale Registration Statement filed on Form S-3 pursuant to Rule 462(e) under the Securities Act (an “Automatic Resale Registration Statement”) registering the resale by the Company Securityholders holding shares of Acquirer Common Stock issued hereunder, Acquirer shall prepare such Automatic Resale Registration Statement and the Form 8-K/A attaching the Required Financials (the “Form 8-K/A”), with the Commission cooperation of the Company, and, subject to Acquirer’s timely receipt of the Reporting Information and the Company’s performance and compliance with its covenants set forth in this Section 5.15, Acquirer shall use its reasonable best efforts to have such Form 8-K/A and Automatic Resale Registration Statement ready for filing with the SEC promptly following the Closing, provided that Acquirer shall only be consistent obligated to file the Resale Registration Statement (x) during an “open trading window” as determined by Acquirer’s xxxxxxx xxxxxxx policies and (y) a reasonable period of time after Acquirer’s receipt of the Reporting Information. Each of Acquirer and the Company will cause the Resale Registration Statement to comply as to form in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act rules and regulations thereunder. The Company shall use its commercially reasonable efforts to: (a) deliver prior to Closing the Required Financials(b) upon Acquirer’s request, assist Acquirer and its Representatives in the preparation of any state pro forma financial statements of the Company that may be required in connection with Acquirer’s SEC reporting obligations related to this Agreement or foreign securities any of the Transactions or Blue Sky lawsthe filing of the Resale Registration Statement, (c) promptly furnish such information as Acquirer may reasonably request in connection with such financial statements, the Resale Registration Statement, or the performance of Acquirer’s SEC reporting obligations relating to this Agreement or any of the Transactions; (d) complete, execute, acknowledge and deliver, or use their reasonable best efforts to cause to be completed, executed, acknowledged and delivered by the appropriate representatives of the Company or Company Securityholders, in each case, such questionnaires and other documents, certificates and instruments as may be reasonably requested by the Acquirer in connection with the filing of the Resale Registration Statement or the financial statements or the performance of Acquirer’s SEC reporting obligations relating to this Agreement or any of the Transactions and (e) cause the Company’s auditors to deliver any consent required to file the Required Financials to comply with Acquirer’s SEC reporting obligations or file the Resale Registration Statement (the Required Financials, together with the information in (b), (c), and (d), the “Reporting Information”). Subject to Acquirer’s timely receipt of the Reporting Information and the Company’s performance and compliance with its covenants set forth in this Section 5.15, Acquirer shall use its reasonable best efforts to file the Form 8-K/A with the SEC as soon as reasonably practicable following its preparation. (Cb) The Company Once effective, Acquirer shall, subject to the other applicable provisions of this Agreement, use reasonable best efforts to cause the Resale Registration Statement to be continuously effective and usable until the date that is the two-year anniversary of the Closing Date, or such earlier time as all shares of Acquirer Common Stock covered by such Resale Registration Statement (i) have been sold pursuant to such Registration Statement or otherwise, (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions, or (iii) cease to be outstanding; provided, however, that Acquirer shall indemnify and hold harmless not be deemed to have breached its obligations hereunder if Acquirer shall fail to fulfill its obligations under this Section 5.15 at a time when trading of Acquirer Common Stock has been suspended under Acquirer’s xxxxxxx xxxxxxx policies, including if Acquirer reasonably believes that there is or may be in existence material nonpublic information or events involving the HoldersCompany, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons the failure of which to be disclosed in the prospectus included in the Resale Registration Statement could result in a violation of Law. (each an “Indemnified Person”c) from and against With respect to any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”Resale Registration Statement that has been filed pursuant to Section 5.15(a), arising from (i) upon the issuance by the SEC of any stop order suspending the effectiveness of any Resale Registration Statement or the initiation of any proceedings for that purpose; (ii) if any Resale Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference shall contain any untrue statement of a material fact or omission of a omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (including, in any such case, as a result of the non-availability of financial statements); or (iii) if, in the good faith judgment of Acquirer following consultation with legal counsel, it would be detrimental to Acquirer or its stockholders for resales of Acquirer Common Stock to be made pursuant to the Resale Registration Statement due to (A) the existence of a material development or potential material development involving Acquirer that Acquirer would be obligated to disclose or incorporate by reference in the Resale Registration Statement, which disclosure would be premature or otherwise inadvisable at such time, or (B) interference with an actual or potential material financing or business combination transaction involving Acquirer, (I)(1) in the case of clause (ii) above, but subject to clause (iii) above, Acquirer shall as promptly as reasonably practicable prepare and file a post-effective amendment to such Resale Registration Statement or a supplement to the related prospectus so that such Resale Registration Statement or prospectus does not contain any amendments untrue statement of a material fact or supplements thereto, omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the case of a post-effective amendment to a Resale Registration Statement, or any amendment or supplement thereto made use reasonable best efforts to cause it to become effective as promptly as reasonably practicable and (2) in reliance upon or in conformity with information relating the case of clause (i) above, use reasonable best efforts to cause such Indemnified Person furnished stop order to be lifted, and (II) Acquirer shall give notice to the Company Securityholders that the availability of such Resale Registration Statement is suspended and, upon receipt of any such notice, each Company Securityholder agrees that it shall not sell any of the registered securities pursuant to a Resale Registration Statement until such Company Securityholder or the Stockholders’ Agent (after Closing) is notified by Acquirer of the effectiveness of the post-effective amendment to a Resale Registration Statement provided for in clause (I) above, or until it is notified in writing by or on behalf of such Indemnified Person expressly for use in Acquirer that the Resale Registration Statement may be used. In connection with any circumstance covered by clause (iii) above, Acquirer shall be entitled to exercise its rights pursuant to this Section 7.15(d) to suspend the availability of the Resale Registration Statement for no more than [***] consecutive days and an aggregate of [***] in any 365-day period. Acquirer shall promptly notify the Company (prior to Closing) or the Stockholders’ Agent (following the Closing), as applicable, upon the receipt of any amendment comment letter or supplement theretorequest by the SEC, state securities authority or other Governmental Entity for amendments or supplements to any Resale Registration Statement or the prospectus related thereto or for additional information. (d) Subject to this Section 5.15 and the Company’s performance and compliance with its covenants set forth in this Section 5.15, Acquirer shall use reasonable best efforts to cause the shares of Acquirer Common Stock being issued in the Merger to be approved for listing (subject to notice of issuance) on NASDAQ promptly following Acquirer’s filing of the Form 8-K/A.

Resale Registration Statement. Prior to (a) As soon as reasonably practicable after the Closing Effective Date, but not later than the Company earlier of (i) 150 days following the Effective Date or (ii) Parent's public release of its financial results for the third quarter of 1998, Parent shall prepare and file with the Commission SEC a registration statement Registration Statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders other appropriate form pursuant to Rule 415 under the Securities Act Act, or other similar rule of the SEC covering the resale by the Interest Holders of 50% of the shares of Parent Common Stock issued to them in connection with the Acquisition (the “"Resale Registration Statement”"). (A) . The Interest Holders shall, promptly after any request by Parent, furnish to Parent all financial statements and other information as may be requested by Parent in connection with preparation and filing of the Resale Registration Statement filed with the Commission Statement. Parent shall be consistent in use all material respects with the last forms of such documents provided commercially reasonable efforts to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when cause the Resale Registration Statement has become to be declared effective and shall furnish to keep the Resale Registration Statement continuously effective for a period of two years following the Closing Date, or, if sooner, until the date on which the Interest Holders have disposed of such 50% of the shares of Parent Common Stock issued to them in connection with copies thereof; and (y) advise the Holders promptly after Acquisition. Parent further agrees, if necessary during the issuance time that the Resale Registration Statement is required to be maintained effective, to amend or supplement the Resale Registration Statement when required by the Commission registration form, by the instructions applicable to such form, or by the Securities Act or the rules and regulations thereunder. (b) Parent agrees to furnish promptly to each Interest Holder such number of any stop order or of any order preventing or suspending the use copies of the Resale Registration Statement, any amendments thereto, any documents incorporated by reference therein, the prospectus included in the Resale Registration Statement, including any preliminary prospectus, and such other documents as such Interest Holder may reasonably request in writing in order to facilitate the disposition of the initiation or threatening shares of Parent Common Stock covered by the Resale Registration Statement ("Registered Stock"). (c) Parent agrees to promptly notify each holder of Registered Stock, at any proceeding for any such purpose and in time when a prospectus relating thereto is required to be delivered under the event Securities Act, of the issuance occurrence of any stop order an event requiring the preparation of a supplement to such prospectus or of any order preventing or suspending the use an amendment of the Resale Registration Statement or suspending any such qualification, necessary in order to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have maintain the effectiveness of the Resale Registration Statement declared effective by the Commission prior and to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (ensure that such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each prospectus will not contain an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a omit to state any material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, and to promptly file with the SEC and make available to such holder any such supplemented prospectus or amended Resale Registration Statement. (d) Each Interest Holder agrees that, upon receipt of written notice from Parent of the happening of any event of the kind described in Section 8.13(c) hereof, such Interest Holder will treat such information as confidential, will immediately discontinue the disposition of Registered Stock pursuant to the Resale Registration Statement until such Interest Holder's receipt of the copies of the revised prospectus contemplated by Section 8.13(c) hereof (a "Suspension Period") and, if so directed by Parent, such Interest Holder will deliver to Parent all copies, other than permanent file copies then in such Interest Holder's possession, of the most recent prospectus covering such Registered Stock at the time of receipt of such notice. Parent agrees and acknowledges that for the period beginning on the date on which Parent announces its results of (e) Parent shall reimburse use all commercially reasonable efforts to register or qualify the Registered Stock under such Indemnified Person other securities or blue sky laws of such jurisdictions as each holder of Registered Stock shall reasonably request, and do any and all other acts and things which may be necessary under such securities or blue sky laws to enable each such holder of Registered Stock to consummate the public sale or other disposition in such jurisdictions of the Registered Stock owned by such holder, except that Parent shall not for any such purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified. (f) Parent shall use all commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of the Resale Registration Statement, and if one is issued, use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the Resale Registration Statement at the earliest possible moment. (g) Parent shall promptly file appropriate additional listing applications, and shall use all commercially reasonable efforts to cause the Registered Stock to be listed on the securities exchange or quoted on the automated quotation system on which the Parent Common Stock is then listed or quoted. (h) Parent shall otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC in connection with the Resale Registration Statement and make generally available to Parent's security holders, in each case as soon as practicable, but not later than 45 days after the close of the period covered thereby (90 days in case the period covered corresponds to a fiscal year of Parent), an earnings statement of Parent which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any comparable successor provisions). (i) In connection with the Resale Registration Statement, Parent shall pay the following registration expenses: (i) all registration and filing fees; (ii) the fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of Parent's counsel in connection with blue sky qualifications of the Registered Stock); (iii) printing expenses; (iv) the reasonable fees and disbursements of counsel for Parent and the customary fees and expenses for independent certified public accountants retained by Parent; and (v) the reasonable fees and expenses of any experts retained by Parent in connection with such registration. Parent shall not have any obligation to pay any legal fees of the holders of Registered Stock, any fees or other reasonable expenses of independent certified public accountants retained by the Interest Holders, any underwriting fees, discounts, or commissions attributable to the sale of Registered Stock, or any out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that holders of Registered Stock (or the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part agents of such Indemnified Person, or (c) statements or omissions in holders who manage the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretoholders' accounts).

Resale Registration Statement. Prior (a) Subject to the receipt by Parent of the Registration Reporting Information required to be provided by the Company at least 15 Business Days prior to the Closing Date, the Company Parent shall prepare and shall file with the Commission SEC on Closing (or on the date on which Parent has been in receipt of the Registration Reporting Information for 15 Business Days), a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act Parent (the “Resale Registration Statement”). ) registering the resale by the Company Stockholders and each holder of a Company Equity Award that is entitled to receive the Per Share Cash Consideration (A) The Resale Registration Statement filed each such holder of a Company Equity Award, a “Company Award Holder” and, collectively with the Commission Company Stockholders, the “Company Selling Stockholders”) of the Stock Consideration issued in connection with this Agreement and the transactions contemplated hereby; provided, that if the Closing Date shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the at a time when trading of Parent Common Stock has been suspended under Parent’s xxxxxxx xxxxxxx policies by reason of Parent’s preparation of its Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, Parent shall not be required to file the Resale Registration Statement has become effective and shall furnish until the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order date it files such Annual Report or of any order preventing or suspending the Quarterly Report. Parent will use of its reasonable best efforts to ensure that the Resale Registration Statement, of together with the initiation or threatening of any proceeding for any such purpose and documents incorporated by reference therein, complies as to form in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance material respects with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky lawsAct, as applicable. (Cb) If the Resale Registration Statement is not an Automatic Resale Registration Statement, each of Parent and the Company shall use its reasonable best efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable after such Resale Registration Statement is filed. Parent will advise the Company, promptly after Parent receives notice thereof, of any request by the SEC for amendment of the Resale Registration Statement or any SEC comments thereon. Once declared effective, or, if Parent is eligible to file the Resale Registration Statement on Form S-3 pursuant to Rule 462(e) under the Securities Act (an “Automatic Shelf Registration Statement”), and such Resale Registration Statement is an Automatic Resale Registration Statement, once the Resale Registration Statement is filed, Parent shall, subject to the other applicable provisions of this Agreement, use commercially reasonable efforts to cause the Resale Registration Statement to be continuously effective and usable until the date that is the 18-month anniversary of the Closing Date, or such earlier time as (i) all shares of Parent Common Stock covered by such Resale Registration Statement (as used in this Section 5.6, “Registrable Securities”) have been sold pursuant to such Resale Registration Statement or otherwise or (ii) no Company Significant Stockholder is an “affiliate” of Parent or owns at least 2% of the total Parent Common Stock then outstanding; provided, that if, during the period between the 18-month anniversary and the three-year anniversary of the Closing Date, Parent has not yet completed two “takedowns” at the request of the Company Significant Stockholder pursuant to Section 5.6(d) hereof, Parent shall, upon receipt of a valid Demand Notice delivered at least seven business days in advance by any Company Significant Stockholder from the Company Significant Stockholder requesting that Parent facilitate a takedown pursuant to Section 5.6(d) hereof, Parent shall again file a Resale Registration Statement (or a registration statement on any such other form as Parent deems appropriate), which may be an Automatic Shelf Registration Statement, if Parent is so eligible, and facilitate a “takedown” (which may include Underwritten Offerings) pursuant to this Section 5.6, and shall have no further obligation to cause such Resale Registration Statement (or such other form) to be effective and usable beyond the completion of such takedown; provided further, however, that Parent shall not be deemed to have breached its obligations under this Section 5.6, (x) if Parent shall fail to fulfill its obligations under this Section 5.6 at a time when trading of Parent Common Stock has been suspended under Parent’s xxxxxxx xxxxxxx policies, including if Parent reasonably believes that it is in possession of material nonpublic information involving the Parent, the failure of which to be disclosed in the prospectus included in the Resale Registration Statement could result in a violation of applicable Law or (y) if Parent has not timely received the Registration Reporting Information or the Company has failed to perform or comply with its covenants set forth in this Agreement, including this Section 5.6; provided, that the number of such suspensions or delays under this Section 5.6(b) shall not exceed two in any 12 month period following the Closing Date (and in total the suspensions or delays shall not exceed a suspension or delay of more than 90 days during any such 12 month period). (c) The Company shall indemnify agrees to cooperate (and hold harmless the Holders, their respective Affiliatesto use its reasonable best efforts to cause its Representatives to cooperate) with Parent, and their respective officers, directors, members, partners, employees, agents, investment managers to promptly furnish to Parent (and controlling persons to use its reasonable best efforts to cause its Representatives to furnish) all information concerning it as is required by the SEC to be included in the Resale Registration Statement (each an “Indemnified Person”) from and against including any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact financial statements required to be stated included therein or incorporated therein by reference) or in connection with Parent’s SEC reporting obligations related to this Agreement or the transactions contemplated hereby. Without limiting the foregoing, the Company shall provide (and use its reasonable best efforts to cause its Representatives to provide, as applicable) (i) audited annual and unaudited interim financial statements (including footnotes) that are timely reviewed by the Company’s independent auditor for the periods required to be included or incorporated by reference in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make (ii) the statements therein, in light consent of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal Company’s independent auditor to include or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach incorporate by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions reference audited financial statement reports in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with (iii) information relating necessary to such Indemnified Person furnished enable Parent to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement thereto.prepare required pro forma financial statements and related footnotes and

Resale Registration Statement. Prior to the Closing Date, the Company (a) Per-Se shall prepare and file with the Commission as soon as practicable after the date hereof, but in no event more than 10 days after the date hereof, a registration statement (the "Initial Registration Statement") on Form S-3 or any successor thereto other available form with respect to register offers and sales resale of New Notes and Exchange the Settlement Shares by the Holders pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”). (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders Foundation and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable best efforts to (x) have the Resale Initial Registration Statement declared effective by the Commission prior as promptly as practicable thereafter. Per-Se shall prepare and file with the Commission as soon as practical after receipt of a notice from Foundation requiring Per-Se to issue Additional Shares pursuant to the Closing Date Settlement Agreement, but in no event more than 3 days after the date of such notice, a registration statement (each a "Subsequent Registration Statement" and, together with the Initial Registration Statement, a "Registration Statement") on Form S-3 or other available form with respect to resale of the Additional Shares by Foundation and (y) maintain shall use its reasonable best efforts to have the Resale Subsequent Registration Statement under declared effective by the Securities Act Commission as promptly as practicable thereafter. As of the date hereof, Per-Se is not aware of any events, facts or circumstances that would cause the Commission not to promptly declare the Initial Registration Statement effective (other than the rights of the Commission to act in compliance with applicable regulations). Per-Se will allow Foundation and its representatives and agents to conduct reasonable legal, financial and other due diligence with respect to each Registration Statement. (b) Per-Se and Foundation will cooperate in the preparation of each Registration Statement for a period of one hundred eighty days (180) days following the Closing Date (such dateShares and will furnish each other with all information concerning themselves, the “Termination Date”their subsidiaries, directors, officers, and the period from stockholders and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action such other matters as may be reasonably necessary or advisable so that for the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make filings under the statements therein, in light of the circumstances under which they were made, not misleadingstate securities laws, and shall reimburse such Indemnified Person for any reasonable legal other statement or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto application made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly Per-Se or Foundation to any governmental body in connection with this Settlement Agreement and the transactions contemplated thereby and hereby. (c) Per-Se shall provide Foundation a reasonable opportunity for use in Foundation and its representatives to review a draft of each Registration Statement, and any amendment or supplement thereto, to correct any information with respect to Foundation, and to incorporate the Resale reasonable comments of Foundation, prior to the time a Registration Statement or any amendment or supplement theretothereto is filed with the Commission.

Resale Registration Statement. Prior to 2.1 Obligations of the Closing Date, the Company. The Company shall prepare and file (subject to Section 2.3) use commercially reasonable efforts to: (a) cause to be filed with the Commission SEC as soon as practicable, but in no event later than April 30, 2008 (the “Resale Filing Deadline”), a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”). (A) The , which Resale Registration Statement filed with the Commission shall be consistent in provide for resales and Transfers of all material respects with the last forms of such documents provided to Registrable Securities by the Holders and their counsel to review prior to the filing thereof. The Company shall: as permitted by such Rule 415; (xb) advise the Holders promptly of the time when cause the Resale Registration Statement has become to be declared effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission SEC at the earliest practicable time (and in any event before any registration under Section 2.2 of any stop order or the Existing Agreement becomes effective), but in no event later than the earlier to occur of any order preventing or suspending (i) if the use of SEC notifies the Company that it does not intend to review the Resale Registration Statement, of ten (10) days after the initiation or threatening of any proceeding for any Company receives such purpose and in notice from the event of SEC; (ii) if the issuance of any stop order or of any order preventing or suspending SEC fails to notify the use of Company that it intends to review the Resale Registration Statement within the time period permitted by SEC rule for the SEC to provide such notice, ten (10) days after the expiration of the time period permitted by SEC rule for the SEC to review such Resale Registration Statement; or suspending any (iii) if the SEC notifies the Company that it intends to review the Resale Registration Statement, one-hundred twenty (120) days after Resale Filing Deadline (or if such qualificationday is not a Business Day, to use promptly its commercially reasonable efforts to obtain its withdrawal.the next succeeding Business Day, the “Resale Effective Deadline”); (Bc) The Company shall use its commercially reasonable efforts in connection with the foregoing, file all pre-effective amendments to (x) have the Resale Registration Statement declared as may be necessary in order to cause such Resale Registration Statement to become effective by the Commission prior and if applicable, a post-effective amendment to the Closing Date and (y) maintain the Resale Registration Statement pursuant to Rule 430A under the Securities Act Act; and (d) cause the Resale Registration Statement to remain Continuously Effective, supplemented and amended as required by the provisions of Section 2.4 to the extent necessary to ensure that it is available for a period resales and Transfers of one hundred eighty days (180) days following Registrable Securities by the Closing Date (such date, the “Termination Date”Holders, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so ensure that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance it conforms with the applicable provisions requirements of this Agreement, the Securities Act and the Exchange policies, rules and regulations of the SEC as announced from time to time, for a period beginning on the Resale Effective Deadline and continuing through the earliest to occur of (i) the date none of the shares of Common Stock issuable upon exercise of the Warrants qualify as Registrable Securities, (ii) the sixth (6th) anniversary of the date hereof, (iii) the date on which all of the Registrable Securities may be sold in a single transaction by the Holder to the public pursuant to Rule 144 or any similar rule promulgated by the SEC pursuant to the Securities Act and any state or foreign permitting the resale of restricted securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless without the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement necessity of a material fact or omission of a material fact required to be stated in registration statement under the Resale Registration StatementSecurities Act, or any amendments or supplements thereto, or necessary to make (iv) the statements therein, in light date upon which CHRP has Transferred all of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal Registrable Securities or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of (v) upon the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person termination of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement thereto.

Resale Registration Statement. Prior to Within ninety (90) days after the Closing Datedate, Buyer shall file a resale registration statement on Form S-1 or shall amend by post-effective amendment any existing registration statement on Form S-1 to register the Company resale of the Buyer Units under the Securities Act. Thereafter, Buyer shall prepare use commercially reasonable efforts to cause such registration statement or post-effective amendment to be declared effective as soon as reasonably practical after the filing thereof and file to keep the registration statement continuously effective under the Securities Act until all Buyer Units have been sold pursuant to such registration statement or until Buyer Units are eligible to have restrictive legends removed under Rule 144(k) as promulgated under the Securities Act; provided however, Buyer may suspend or delay effectiveness of such registration statement or post-effective amendment if allowed to and for such time as set forth in any registration rights agreement filed as an exhibit to any report filed by Buyer with the Commission Securities and Exchange Commission. Buyer further agrees to file a post-effective amendment to convert the registration statement to a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to under Rule 415 as promulgated under the Securities Act within thirty (the “Resale Registration Statement”). (A30) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms days of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, Buyer’s eligibility to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have such Form S-3 for a primary offering of securities. Additionally, the Resale Registration Statement declared effective by Sellers hereby agree that, without the Commission prior to written consent of Buyer, neither Seller will, during the period commencing on the Closing Date and ending 180 days thereafter (yi) maintain offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the Resale Registration Statement under the Securities Act for a period sale of, lend or otherwise dispose of one hundred eighty days (180) days following the Closing Date (such dateor transfer, the “Termination Date”directly or indirectly, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance any equity securities of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration StatementBuyer, or any amendments securities convertible into or supplements theretoexercisable or exchangeable for equity securities of Buyer, or necessary to make the statements therein(ii) enter into any swap or other arrangement that transfers, in light of the circumstances under which they were madewhole or in part, not misleadingdirectly or indirectly, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoingeconomic consequences of ownership of any equity securities of Buyer, whether any such transaction described in clause(i) or (ii) above is to be settled by delivery of Common Units of Buyer or such other securities, in cash or otherwise; provided, however, that the restrictions described in clauses (i) and (ii) shall not apply to Common Units (a) transferred as a gift or gifts or as intra-family transfers or transfers to trusts or family limited partnerships for estate planning purposes; provided that any donee thereof agrees in writing to be bound by the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person terms of this Agreement, Section 2.2(d) or (b) gross negligence subject to bona fide pledges of securities or willful misconduct on transfers to Affiliates, provided the part pledgee of such Indemnified Person, securities or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company Affiliate agrees in writing to be bound by or on behalf the terms of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretothis Section 2.2(d).

Resale Registration Statement. Prior to Within ten (10) Business Days following the Closing Date, Date with respect to a registration statement on Form S-1 and two (2) Business Days following the Company shall prepare and file Closing Date with the Commission respect to a registration statement on Form S-3 (or any successor thereto prospectus supplement thereto), Buyer shall file with the SEC, and, if applicable, use commercially reasonable efforts to register offers and sales of New Notes and Exchange Shares cause to be declared effective as soon as reasonably practicable after filing, a registration statement on Form S-1 (solely to the extent Form S-3 (including Form S-3ASR) is then unavailable for use by the Holders pursuant Buyer), a shelf registration statement on Form S-3 (solely to the extent Form S-3 ASR is then unavailable for use by the Buyer), or a prospectus supplement to Buyer's existing automatic shelf registration statement on Form S-3ASR (File No. 333-252681) (including any amendments or supplements, the "Registration Statement"), and the prospectus (including any amendments or supplements, the “Prospectus”) forming part of the Registration Statement in compliance with Rule 415 under the Securities Act covering the resale on a continuous basis of all of the Registrable Securities provided, that Buyer shall only be obligated to file (or supplement or amend) the “Resale Registration Statement”). (A) The Resale Registration Statement filed during an “open trading window” as determined by Buyer’s xxxxxxx xxxxxxx policies. As a condition to its obligations under this Section, Buyer may require each Holder of Registrable Securities (as hereinafter defined) as to which any registration is being effected to (i) complete a stockholder questionnaire in the form attached hereto as Schedule 8.4.2 and to furnish Buyer with such information regarding such Person that is necessary to satisfy the Commission shall be consistent in all material respects with disclosure requirements relating to the last forms registration and the distribution of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement securities under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange rules and regulations promulgated thereunder as Buyer may from time to time reasonably request in writing and (ii) promptly notify Buyer in writing of any changes in the information set forth in the applicable Registration Statement or Prospectus after it is prepared regarding the Holder of Registrable Securities. None of the information supplied (or to be supplied) by or on behalf of any of the Holders of Registrable Securities for inclusion or incorporation by reference in the applicable Registration Statement or Prospectus will, at the time the Registration Statement is declared effective under the Securities Act and (or with respect to any state post-effective amendments or foreign securities supplements thereto, at the time such post-effective amendments or Blue Sky laws. (C) The Company shall indemnify and hold harmless supplements become effective under the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”Securities Act), arising from contain any untrue statement of a material fact or omission of a omit to state any material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of . For the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person purposes of this AgreementSection, (b) gross negligence a “Holder of Registrable Securities” refers solely to a holder of Registrable Securities as of or willful misconduct on following the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretoClosing Date.

Resale Registration Statement. Prior (a) If any Put Option or Call Option over an Existing Shareholder's Shares is exercised and Ambac has elected to pay a portion or all of the purchase price in Ambac Stock then, no later than 5:30 pm New York Time on the 5h Business Day (the “Filing Date”) following the Closing Date, the Company shall prepare and file with the Commission Ambac will have filed a registration statement on Form S-3 S-3, or if such form is not then available, on Form S-1 (or in each case any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act form) (the each, a “Resale Registration Statement”) with the SEC registering the resale of the shares of Ambac Stock delivered to the Existing Shareholder pursuant to this Deed (and any other shares of Ambac Stock issued in respect of the applicable Shares upon any stock split, stock dividend, recapitalization, reclassification, merger, consolidation or similar event) (collectively, such securities until such time that such securities (i) have been disposed of pursuant to an effective Resale Registration Statement, (ii) are able to be sold without restriction as to volume or manner of sale pursuant to Rule 144 or (iii) have been disposed of to a transferee which does not have any rights under this Deed, the “Registrable Securities”) in accordance with any reasonable method of distribution elected by the Existing Shareholders (in such context, each, a “Seller”). (A) The . Ambac will use reasonable best efforts to cause the Resale Registration Statement filed with to be declared effective by the Commission shall SEC as soon as practicable thereafter, but in no event later than the earlier of (i) 60 days from the Filing Date and (ii) the 5th Business Day after the date Ambac is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Registration Statement will not be consistent “reviewed” or will not be subject to further review (such date on (b) Ambac will advise each Seller promptly and in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: any event within one (x1) advise the Holders promptly of the time Business Day (at Ambac’s expense): (i) when the Resale Registration Statement or any post-effective amendment thereto has become effective been filed and shall furnish when it becomes effective; (ii) of any request by the Holders with copies thereofSEC for amendments or supplements to the Resale Registration Statement or the prospectus included therein or for additional information; and (yiii) advise the Holders promptly after of the issuance by the Commission SEC of any stop order or of any order preventing or suspending the use effectiveness of the Resale Registration Statement, Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by Ambac of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) of the occurrence of any event that requires the making of any changes in the Resale Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading (provided that any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending notice will solely provide that the use of the Resale Registration Statement or suspending prospectus has been suspended without setting forth the reason for such suspension). Notwithstanding anything to the contrary set forth herein, Ambac will not, when so advising any Seller of such qualificationevents, to provide such Seller with any material, non-public information regarding Ambac. Ambac will use promptly its commercially reasonable best efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the withdrawal of any order suspending the effectiveness of the Resale Registration Statement declared promptly. Upon the occurrence of any event contemplated in clauses (ii) through (v) above, Ambac will use its reasonable best efforts to, as soon as practicable, prepare a post-effective by the Commission prior amendment to the Closing Date and (y) maintain the such Resale Registration Statement under the Securities Act for or a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date supplement to the Termination Daterelated prospectus, or file any other required document so that, as thereafter delivered to the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance holder of the New Notes and the Exchange SharesRegistrable Securities included therein, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from such prospectus will not include any untrue statement of a material fact or omission of a omit to state any material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or . (c) statements Once declared effective, Ambac will cause the Resale Registration Statement to be continuously effective and usable until such time as there are no longer any Registrable (d) Ambac will supplement and amend the Resale Registration Statement if required by the rules, regulations or omissions instructions applicable to the registration form used by Ambac for such Resale Registration Statement if required by the Securities Act or as reasonably requested by Seller. (e) Ambac will provide a draft of the Resale Registration Statement to each Seller for review at least five (5) Business Days in advance of filing the Resale Registration Statement. In no event will any Seller be identified as a statutory underwriter in the Resale Registration Statement, or unless required by the SEC. (f) Upon the effectiveness of any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement covering any Registrable Securities and in connection with the transfer of any Registrable Securities, Ambac will promptly instruct (or direct its counsel to so instruct and deliver a customary legal opinion) and use reasonable best efforts to cause the Transfer Agent for the shares to (i) remove any amendment restrictive legends related to the book entry account holding such shares and (ii) make a new, unlegended entry for such book entry shares sold or supplement theretodisposed of without restrictive legends.

Resale Registration Statement. Prior to (a) As soon as practicable (and in any event within thirty (30) calendar days of the Closing date of this Agreement (the “Filing Date”)), the Company shall prepare and file with the Commission a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”). ) (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided or Form S-1 if Form S-3 is not available to the Holders Company) providing for the resale by the Purchasers of the Preferred Shares, the Conversion Shares, the Warrants and their counsel to review prior to the filing thereofWarrant Shares issuable upon exercise of the Warrants or shall include such Preferred Shares, Conversion Shares, Warrants and Warrant Shares in any other registration statement on Form S-3 or Form S-1 filed by the Company. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. cause such registration to become effective within sixty (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (18060) days following the Closing Date (such date, unless the Commission notified the Company that it will perform a “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance full” review of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, in which case the Company shall cause such registration to become effective within ninety (90) days following the Closing Date such 60-day or any amendments or supplements thereto, or necessary 90-day period is referred to make as the statements therein, in light of the circumstances under which they were made, not misleading“Effectiveness Date”), and shall reimburse to keep such Indemnified Person Resale Registration Statement effective at all times (except for any reasonable legal or other reasonable out-of-pocket expenses incurred periods in connection with investigatingthe filing of post-effective amendments as reasonably determined by Company’s counsel to be required) until no Purchaser owns any Preferred Shares, responding to or defending any Conversion Shares, Warrants and Warrant Shares issuable upon exercise of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, Warrants. (b) gross negligence If: (i) the Resale Registration Statement is not filed on or willful misconduct on prior to its Filing Date, (ii) if the part Company fails to file with the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Indemnified PersonResale Registration Statement will not be “reviewed” or will not be subject to further review, or (ciii) statements a Resale Registration Statement registering for resale all of the Securities to be registered thereunder (the “Registrable Securities”) is not declared effective by the Commission by the Effectiveness Date, or omissions in (iv) after the effective date of the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Resale Registration Statement, or the holders of the Registrable Securities (the “Holders”) are otherwise not permitted to utilize the prospectus included therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any amendment 12-month period (any such failure or supplement theretobreach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as an “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

Resale Registration Statement. Prior to Not later than thirty (30) days after the Closing DateSeries A Preferred Stock Issuance, the Company shall prepare and file with the Commission SEC a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act Registration Statement (the “Resale Registration Statement”). (A) The Resale Registration Statement filed with the Commission shall be consistent in registering for resale at prevailing market prices all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) Registrable Securities. The Company shall use its commercially reasonable best efforts to obtain effectiveness of the Registration Statement with respect to all Registrable Securities as soon thereafter as is practicable, and shall respond to all oral and written comments from the staff of the SEC. a. The parties shall endeavor to take all actions to obtain effectiveness of such Resale Registration Statement or, if and to the extent such rule becomes available, utilize the re-sale exemptions provided under Rule 144 in order to provide liquidity for these shares. b. In the event that the Company shall for any reason fail to: (xi) have file with the SEC the initial Resale Registration Statement within thirty (30) days after the date of the Series A Preferred Stock Issuance (the “Required Filing Date”); or (ii) cause such Resale Registration Statement to be declared effective by the SEC within one hundred and twenty (120) days after the filing of such initial Resale Registration Statement (the “Required Effective Date”), then and in either such event, the Company shall pay to the Investors a cash amount that shall be equal to two percent (2%) of the aggregate principal amount of the Notes or aggregate Stated Value of the Series A Preferred Stock (as applicable) for each month (or part thereof) following the Required Filing Date that the Resale Registration Statement shall not have been duly filed with the SEC, and/or for each month (or part thereof) following the Required Effective Date that the Resale Registration Statement shall not have been declared effective by the Commission prior to the Closing Date and SEC (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale PeriodLate Registration Payment”). The Such Late Registration Payment shall be paid to the Investors within 30 days after the end of each month in which such Late Registration Payment shall be payable, and until the Company shall take all action as may be necessary or advisable so that have complied with the issuance provisions of this Section 5b. Notwithstanding the foregoing, the aggregate amount of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions Late Registration Payment shall not exceed ten percent (10%) of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light aggregate principal amount of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal Notes or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any aggregate Stated Value of the foregoing; provided that Series A Preferred Stock (as applicable). Failure by the foregoing indemnification will not apply Company to Losses to the extent that they directly resulted from (a) timely make any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part all of such Indemnified Person, or (c) statements or omissions in Late Registration Payments shall constitute an Event of Default under the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretoNotes.

Resale Registration Statement. Prior (a) If any Put Option or Call Option over an Existing Shareholder's Shares is exercised and Ambac has elected to pay a portion or all of the purchase price in Ambac Stock then, no later than 5:30 pm New York Time on the 5h Business Day (the “Filing Date”) following the Closing Date, the Company shall prepare and file with the Commission Ambac will have filed a registration statement on Form S-3 S-3, or if such form is not then available, on Form S-1 (or in each case any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act form) (the each, a “Resale Registration Statement”) with the SEC registering the resale of the shares of Ambac Stock delivered to the Existing Shareholder pursuant to this Deed (and any other shares of Ambac Stock issued in respect of the applicable Shares upon any stock split, stock dividend, recapitalization, reclassification, merger, consolidation or similar event) (collectively, such securities until such time that such securities (i) have been disposed of pursuant to an effective Resale Registration Statement, (ii) are able to be sold without restriction as to volume or manner of sale pursuant to Rule 144 or (iii) have been disposed of to a transferee which does not have any rights under this Deed, the “Registrable Securities”) in accordance with any reasonable method of distribution elected by the Existing Shareholders (in such context, each, a “Seller”). Ambac will use reasonable best efforts to cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter, but in no event later than the earlier of (i) 60 days from the Filing Date and (ii) the 5th Business Day after the date Ambac is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Registration Statement will not be “reviewed” or will not be subject to further review (such date on which the Resale Registration Statement is declared effective, the “Effective Date”). (Ab) The Resale Registration Statement filed with the Commission shall be consistent Ambac will advise each Seller promptly and in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: any event within one (x1) advise the Holders promptly of the time Business Day (at Ambac’s expense): (i) when the Resale Registration Statement or any post-effective amendment thereto has become effective been filed and shall furnish when it becomes effective; (ii) of any request by the Holders with copies thereofSEC for amendments or supplements to the Resale Registration Statement or the prospectus included therein or for additional information; and (yiii) advise the Holders promptly after of the issuance by the Commission SEC of any stop order or of any order preventing or suspending the use effectiveness of the Resale Registration Statement, Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by Ambac of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) of the occurrence of any event that requires the making of any changes in the Resale Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading (provided that any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending notice will solely provide that the use of the Resale Registration Statement or suspending prospectus has been suspended without setting forth the reason for such suspension). Notwithstanding anything to the contrary set forth herein, Ambac will not, when so advising any Seller of such qualificationevents, to provide such Seller with any material, non-public information regarding Ambac. Ambac will use promptly its commercially reasonable best efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the withdrawal of any order suspending the effectiveness of the Resale Registration Statement declared promptly. Upon the occurrence of any event contemplated in clauses (ii) through (v) above, Ambac will use its reasonable best efforts to, as soon as practicable, prepare a post-effective by the Commission prior amendment to the Closing Date and (y) maintain the such Resale Registration Statement under the Securities Act for or a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date supplement to the Termination Daterelated prospectus, or file any other required document so that, as thereafter delivered to the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance holder of the New Notes and the Exchange SharesRegistrable Securities included therein, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from such prospectus will not include any untrue statement of a material fact or omission of a omit to state any material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or . (c) statements Once declared effective, Ambac will cause the Resale Registration Statement to be continuously effective and usable until such time as there are no longer any Registrable Securities (the “Effectiveness Period”). If the Resale Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, Ambac will promptly cause the Resale Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Resale Registration Statement) or omissions amend the Resale Registration Statement in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of the Resale Registration Statement. (d) Ambac will supplement and amend the Resale Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by Ambac for such Resale Registration Statement if required by the Securities Act or as reasonably requested by Seller. (e) Ambac will provide a draft of the Resale Registration Statement to each Seller for review at least five (5) Business Days in advance of filing the Resale Registration Statement. In no event will any Seller be identified as a statutory underwriter in the Resale Registration Statement, or unless required by the SEC. (f) Upon the effectiveness of any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement covering any Registrable Securities and in connection with the transfer of any Registrable Securities, Ambac will promptly instruct (or direct its counsel to so instruct and deliver a customary legal opinion) and use reasonable best efforts to cause the Transfer Agent for the shares to (i) remove any amendment restrictive legends related to the book entry account holding such shares and (ii) make a new, unlegended entry for such book entry shares sold or supplement theretodisposed of without restrictive legends.

Resale Registration Statement. Prior (i) PPBI agrees to cause to be included in the Registration Statement for registration for resale those shares of PPBI Common Stock to be issued to the Closing DateInvestors as Merger Consideration (such shares, together with any shares issued or issuable upon any stock split, distribution, recapitalization or similar event, the Company shall prepare “Registrable Securities”). PPBI further agrees to maintain the effectiveness of the Registration Statement and file with cause the Commission Registration Statement and any related prospectus or prospectus supplement to be appropriately updated as described in paragraph (v) below until the Registrable Securities may be freely traded without a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders prospectus pursuant to Rule 415 under 144 of the Securities Act or otherwise (such period of time, the “Resale Registration StatementEffectiveness Period”). (Aii) The Resale Each Investor shall prepare and furnish such information relating to it and its Affiliates as may be reasonably required in connection with the preparation of the Registration Statement, and the Investors and their legal advisors shall have the right to review the Registration Statement filed with prior to its filing. (iii) Each Investor agrees that none of the Commission information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each Investor further agrees that if it shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review become aware prior to the filing thereof. The Company shall: Effective Date of any information furnished by it that would cause any of the statements in the Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform PPBI thereof and to take the necessary steps to correct the Registration Statement. (xiv) PPBI agrees to advise the Holders Investors, promptly after PPBI receives notice thereof, of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of or any stop order supplement or of any order preventing or suspending the use of the Resale Registration Statementamendment has been filed, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or the suspension of the qualification of PPBI Common Stock for offering or sale in any jurisdiction, of the initiation or, to the extent PPBI is aware thereof, threat of any order preventing proceeding for any such purpose, or suspending of any request by the use SEC for the amendment or supplement of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawalfor additional information. (Bv) The Company shall use its commercially reasonable efforts In connection with PPBI’s registration obligations hereunder, PPBI shall: (1) prepare and file with the SEC such amendments, including post-effective amendments, to (x) have the Resale such Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the Registrable Securities for the Effectiveness Period and prepare and file with the SEC such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities and (2) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act, in each of the cases of clauses (1) and (2) so that the Registration Statement and prospectus or prospectus supplement may be used continuously by the Members to sell the Registrable Securities throughout the Effectiveness Period; (b) cooperate with the Investors so that the shares of Registrable Securities are DTC-eligible from and after the time that the Registration Statement is declared effective by the Commission prior to SEC; and (c) make all required periodic filings with the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days SEC such that, following the Closing Date (such date, time at which the “Termination Date”, and the period from and after the Closing Date Registrable Securities become eligible to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions sold pursuant to Rule 144 of the Securities Act and Act, the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required Registrable Securities do not become ineligible to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary sold pursuant to make the statements therein, in light Rule 144 of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretoSecurities Act.

Resale Registration Statement. Prior to the Closing Date, the Company shall prepare and 10.1 The Borrower agrees that it will file with the Commission (at the Borrower’s sole cost and expense) a registration statement on Form S-3 or any successor thereto to register offers and sales registering the resale of New Notes and Exchange the securities of PFG, including the Conversion Shares by the Holders pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”). (A) The Resale as soon as practicable following completion of the PFG Investment, and the Borrower shall use all reasonable steps to have the Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to declared effective as soon as practicable after the filing thereof. The Company shall: , but no later than the earlier of (xi) advise the Holders promptly of 90th calendar day (or 120th calendar day if the time when Commission notifies the Borrower that it will “review” the Resale Registration Statement) following the filing date thereof and (ii) the 10th Business Day after the date the Borrower is notified (orally or in writing, whichever is earlier) by the Commission that the Resale Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that the Borrower’s obligations to include the Conversion Shares in the Resale Registration Statement are contingent upon PFG furnishing in writing to the Borrower such information regarding PFG, the securities of the Borrower held by PFG and the intended method of disposition of the Conversion Shares as shall be reasonably requested by the Borrower to effect the registration of the Conversion Shares, and PFG shall execute such documents in connection with such registration as the Borrower may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Borrower shall be entitled to postpone and suspend the effectiveness or use of the Resale Registration Statement during any customary blackout or similar period or as permitted hereunder. Notwithstanding the foregoing, if the Commission prevents the Borrower from including any or all of the shares of Common Stock proposed to be registered under the Resale Registration Statement due to limitations on the use of Rule 415 under the Securities Act for the resale of the shares of Common Stock held by PFG or any selling shareholder on such Resale Registration Statement or otherwise, such Resale Registration Statement shall register for resale such number of shares of Common Stock which is equal to the maximum number of shares of Common Stock as is permitted by the Commission. In such event, the number of shares of Common Stock to be registered for each selling shareholder named in the Resale Registration Statement shall be reduced pro rata among all such selling shareholders. In the event the Commission informs the Borrower that all of such shares of Common Stock cannot, as a result of the application of Rule 415, be registered for resale on the Resale Registration Statement, the Borrower agrees to promptly inform PFG thereof and use reasonable best efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of shares of Common Stock permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale such shares as a secondary offering. For purposes of clarification, any failure by the Borrower to file the Resale Registration Statement by the Filing Date or to effect such Resale Registration Statement by the Effectiveness Date shall not otherwise relieve the Borrower of its obligations to file or effect the Resale Registration Statement as set forth above in this Section 10. 10.2 The Borrower shall, routinely and upon reasonable request, inform PFG as to the status of such registration. At its expense the Borrower shall: (a) except for such times as the Borrower is permitted hereunder to suspend the use of the prospectus forming part of a Resale Registration Statement, use reasonable best efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which the Borrower determines to obtain, continuously effective with respect to PFG, and to keep the applicable Resale Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following: (i) the date under which all selling shareholders shall have sold all shares of Common Stock required to be covered under such Resale Registration Statement, (ii) the date all shares required to be covered under such Resale Registration Statement may be sold without any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Borrower to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), and (iii) two years from the Effectiveness Date of the Resale Registration Statement; (b) advise PFG within five (5) Business Days: (i) when a Resale Registration Statement or any post-effective amendment thereto has become effective and shall furnish the Holders with copies thereof; and effective; (yii) advise the Holders promptly after of the issuance by the Commission of any stop order or suspending the effectiveness of any order preventing Resale Registration Statement or suspending the use initiation of any proceedings for such purpose; (iii) of the Resale Registration Statement, receipt by the Borrower of any notification with respect to the suspension of the qualification of the Conversion Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose and in the event purpose; and (iv) of the issuance occurrence of any stop order or event that requires the making of any order preventing or suspending the use of the changes in any Resale Registration Statement or suspending any such qualificationprospectus so that, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period as of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, and in the period from and after light of the Closing Date circumstances under which they were made) not misleading. Notwithstanding anything to the Termination Datecontrary set forth herein, the “Resale Period”). The Company Borrower shall take all action as may be necessary or advisable not, when so advising PFG of such events, provide PFG with any material, nonpublic information regarding the Borrower other than to the extent that the issuance providing notice to PFG of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions occurrence of the Securities Act and events listed in (a) through (d) above constitutes material, nonpublic information regarding the Exchange Act and any state or foreign securities or Blue Sky lawsBorrower. (Cc) The Company shall indemnify and hold harmless use reasonable best efforts to obtain the Holderswithdrawal of any order suspending the effectiveness of any Resale Registration Statement at the earliest possible time. (d) upon the occurrence of any event contemplated in Section 10.2(b)(iv), their respective Affiliatesexcept for such times as the Borrower is permitted hereunder to suspend, and their respective officershas suspended, directorsthe use of a prospectus forming part of a Resale Registration Statement, membersthe Borrower shall use reasonable best efforts, partnersat the earliest possible time, employeesto prepare a post-effective amendment to such Resale Registration Statement or a supplement to the related prospectus, agentsor file any other required document so that, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all lossesas thereafter delivered to purchasers of the Conversion Shares included therein, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from such prospectus will not include any untrue statement of a material fact or omission omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (e) use reasonable best efforts to cause all Conversion Shares to be listed on each securities exchange or market, if any, on which the Common Stock is then listed. 10.3 The Borrower shall be entitled to delay or postpone the effectiveness of the Resale Registration Statement, and from time to time to require PFG not to sell under the Resale Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Borrower or its subsidiaries is pending or an event has occurred, which negotiation, consummation or an event the Borrower’s board of directors reasonably believes, upon the advice of legal counsel (which may be in-house counsel), would require additional disclosure by the Borrower in the Resale Registration Statement of material information that the Borrower has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Resale Registration Statement would be expected, in the reasonable determination of the Borrower’s board of directors, upon the advice of legal counsel (which may be in-house counsel), to cause the Resale Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Borrower may not delay or suspend the Resale Registration Statement on more than three occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the Borrower of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result of a Suspension Event the Resale Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, therein or necessary to make the statements therein, in light of the circumstances under which they were made, made (in the case of the prospectus) not misleading, PFG agrees that (i) it will immediately discontinue offers and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any sales of the foregoing; provided Conversion Shares under the Resale Registration Statement until PFG receives copies of a supplemental or amended prospectus (which the Borrower agrees to promptly prepare) that corrects the foregoing misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Borrower that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Borrower unless otherwise required by law or subpoena. 10.4 The Borrower shall indemnify and hold harmless PFG (to the extent it is a seller under the Resale Registration Statement), its officers, directors and agents, and each person who controls PFG (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable Law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in the Resale Registration Statement, any prospectus included in the Resale Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements or alleged untrue statements, omissions or alleged omissions are based upon information regarding PFG furnished in writing to the Borrower by PFG expressly for use therein or PFG has omitted a material fact from such information or otherwise violated the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder. Notwithstanding the forgoing, the Borrower’s indemnification will obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Borrower (which consent shall not be unreasonably withheld, delayed or conditioned), nor shall the Borrower be liable for any Losses to the extent that they directly resulted from arise out of or are based upon a violation which occurs (aA) in connection with any breach failure of PFG to deliver or cause to be delivered a prospectus made available by such Indemnified Person of this Agreementthe Borrower in a timely manner, (bB) gross negligence as a result of offers or willful misconduct sales effected by or on behalf of any person by means of a free writing prospectus (as defined in Rule 405) that was not authorized in writing by the part of such Indemnified PersonBorrower, or (cC) statements in connection with any offers or omissions sales effected by or on behalf of PFG in violation of Section 10.3 hereof. 10.5 PFG shall indemnify and hold harmless the Borrower, its directors, officers, agents and employees, and each person who controls the Borrower (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), to the fullest extent permitted by applicable Law, from and against all Losses, as incurred, arising out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Resale Registration Statement, any prospectus included in the Resale Registration Statement, or any form of prospectus, or in any amendment or supplement thereto made in reliance upon or in conformity with information any preliminary prospectus, or arising out of or relating to such Indemnified Person furnished any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the Company extent, but only to the extent, that such untrue statements or omissions are based upon information regarding PFG furnished in writing to the Borrower by or on behalf of such Indemnified Person PFG expressly for use therein. In no event shall the liability of PFG be greater in amount than the dollar amount of the net proceeds received by PFG upon the sale of the Conversion Shares giving rise to such indemnification obligation. PFG shall notify the Borrower promptly of the institution, threat or assertion of any action arising from or in connection with the transactions contemplated by this Section 10.5 of which PFG is aware. Notwithstanding the forgoing, PFG’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of PFG (which consent shall not be unreasonably withheld, delayed or conditioned). 10.6 The Borrower use reasonable best efforts, if requested by PFG, subject to compliance with federal and states securities laws, to (i) cause the removal of any restrictive legend set forth on the Conversion Shares and (ii) issue Shares without any such legend in certificated or book-entry form or by electronic delivery through The Depository Trust Company, at PFG’s option, within one (1) Business Days of such deposit, provided that in each case (A) such Shares are registered for resale under the Securities Act pursuant to an effective Resale Registration Statement and PFG has sold or proposes to sell such Shares pursuant to such registration, (B) PFG has sold or transferred, or proposes to sell or transfer, Shares pursuant to Rule 144 and (C) the Borrower, its counsel and its transfer agent have received customary representations and other documentation from PFG that is reasonably necessary to establish that restrictive legends are no longer required as reasonably requested by the Borrower, its counsel or its transfer agent. With respect to clause (A), while the Resale Registration Statement or is effective, the Borrower shall cause its counsel to issue to the transfer agent a legal opinion to allow the legend on the Conversion Shares to be removed upon resale of the Conversion Shares pursuant to the effective Resale Registration Statement in accordance with this Section 10.6, and within five (5) Business Days of any amendment or supplement theretorequest therefor from PFG accompanied by such customary and reasonably acceptable representations and other documentation establishing that restrictive legends are no longer required, deliver to the transfer agent instructions that the transfer agent shall make a new, unlegended entry for such book entry Conversion Shares.

Resale Registration Statement. Prior (a) Subject to compliance by the Closing DateHolders with Section 2.6, the Company Parent shall prepare and file or cause to be prepared and filed with the Commission SEC, no later than forty five (45) days following the Closing Date (as defined below), a registration statement Registration Statement on Form S-3 or any its successor thereto form, or, if the Company is ineligible to register offers and sales of New Notes and Exchange Shares by the Holders use Form S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 under of the Act registering the resale from time to time pursuant to any method or combination of methods legally available to, and requested by, the Holders of all of the Registrable Securities Act then held by Holders that are not covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). (A) The Resale Registration Statement filed with the Commission . Parent shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. cause the Resale Shelf Registration Statement to be declared effective as soon as practicable after filing, but in any event no later than the earlier of (Bi) The ninety (90) days (or one hundred twenty (120) days if the SEC notifies the Company that it will “review” the Registration Statement) after the Closing Date and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, which is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Act at all times until all Registrable Securities and other securities covered by the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Resale Shelf Registration Statement or such securities have been withdrawn. In the event that Parent files a Form S-1 pursuant to this Section 2.1, Parent shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after Parent is eligible to use Form S-3. (xb) have If Parent shall receive a request from the Holders of Registrable Securities whose securities were registered on the Resale Shelf Registration Statement declared effective by with an estimated market value of at least $25,000,000 that Parent effect a Underwritten Takedown of all or any portion of the Commission requesting holder’s Registrable Securities, then Parent shall promptly give notice of such requested Underwritten Takedown at least two (2) business days prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance anticipated filing date of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment prospectus or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished Underwritten Takedown to the Company other Holders and thereupon shall use commercially reasonable efforts to effect, as expeditiously as possible, the offering in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretoUnderwritten Takedown of.

Resale Registration Statement. Prior to the Closing Date, the The Company shall prepare and file (subject to Section 2(b)) use reasonable best efforts to: (i) cause to be filed with the Commission SEC as soon as reasonably practicable, but in no event later than the Resale Filing Deadline, a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”). (A) The , which Resale Registration Statement filed with the Commission shall be consistent in provide for resales and Transfers of all material respects with the last forms of such documents provided to Registrable Securities by the Holders and their counsel to review prior to the filing thereof. The Company shall: as permitted by such Rule 415; (xii) advise the Holders promptly of the time when cause the Resale Registration Statement has become to be declared effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending SEC at the use of earliest practicable time, but in no event later than the Resale Registration StatementEffective Deadline; (iii) in connection with the foregoing, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of file all pre-effective amendments to the Resale Registration Statement or suspending any as may be necessary in order to cause such qualificationResale Registration Statement to become effective and, if applicable, a post-effective amendment to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by pursuant to Rule 430A under the Commission prior to the Closing Date and Securities Act; and (yiv) maintain cause the Resale Registration Statement under to remain Continuously Effective, supplemented and amended as required by the provisions of Section 2(c) to the extent necessary to ensure that it is available for resales and Transfers of all Registrable Securities Act for a period of one hundred eighty days (180) days following by the Closing Date (such date, the “Termination Date”Holders, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so ensure that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance it conforms with the applicable provisions requirements of this Agreement, the Securities Act and the Exchange policies, rules and regulations of the SEC as announced from time to time, for a period beginning on the Resale Effective Deadline and continuing through the earlier to occur of (A) the date on which all of the Registrable Securities are eligible to be sold in a single transaction by the Holder to the public pursuant to Rule 144 or any similar rule promulgated by the SEC pursuant to the Securities Act permitting the resale of restricted securities without the necessity of a registration statement under the Securities Act and any state without regard to time, volume or foreign securities manner of sale limitations, or Blue Sky laws. (CB) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and date upon which the Holder has Transferred all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”of the Registrable Securities. Notwithstanding the registration obligations set forth in this Section 2(a), arising from any untrue in the event that (i) the Company’s counsel determines that all such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement of a material fact or omission of a material fact required prior to be stated in filing the Resale Registration Statement, or any amendments or supplements thereto(ii) the SEC informs the Company that all such Registrable Securities cannot, or necessary to make the statements therein, in light as a result of the circumstances under which they were madeapplication of Rule 415, not misleadingbe registered for resale as a secondary offering on a single registration statement, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding the Company agrees to or defending any promptly (A) inform each of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this AgreementHolders thereof and, (b) gross negligence or willful misconduct on the part of such Indemnified Personas applicable, or (c) statements or omissions in file the Resale Registration Statement, or any amendment or supplement thereto made use its reasonable best efforts to file amendments to the Resale Registration Statement as required by the SEC and/or (B) withdraw the initial Resale Registration Statement and file a new registration statement, in reliance upon or in conformity with information relating each case covering the maximum number of such Registrable Securities permitted to be registered thereon, on such Indemnified Person furnished form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that in writing the case of clause (ii) above, prior to filing such amendment or new registration statement, the Company shall be obligated to use its reasonable best efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09, or any successor thereto. Notwithstanding any other provision of this Agreement, if in the opinion of the Company’s counsel there is, or any SEC Guidance sets forth, a limitation of the number of Registrable Securities permitted to be registered on a particular registration statement as a secondary offering (and, in the case of clause (ii) above, notwithstanding that the Company used its reasonable best efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities to be registered on such registration statement will be reduced pro rata on the basis of the aggregate number of Registrable Securities owned by or on behalf each Holder, and under such circumstances, the Company will not be subject to the payment of such Indemnified Person expressly for use Liquidated Damages in Section 2(g). In the event the Company amends the Resale Registration Statement or files a new registration statement, as the case may be, under clauses (A) or (B) above, the Company will use its reasonable best efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on such form available to the Company to register for resale those Registrable Securities that were not registered for resale on the initial Resale Registration Statement, as amended, or the new registration statement. In the event of the filing by the Company of any amendment new registration statement pursuant to this paragraph, all references to Resale Registration Statements in this Agreement shall also include such new registration statement(s) mutatis mutandis. No Holder shall be named as an “underwriter” in any registration statement without such Holder’s prior written consent, not to be unreasonably withheld. At any time that a shelf registration statement covering Registrable Securities pursuant to this Section 2(a) is effective, if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf registration statement (a “Shelf Offering”), then the Company shall amend or supplement theretothe shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Lenders that hold Registrable Securities). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, the Company shall promptly deliver the Take-Down Notice to all other Lenders that hold Registrable Securities included on such shelf registration statement and permit each such Lender to include its Registrable Securities included on the shelf registration statement in the Shelf Offering if such Lender notifies the proposing Holder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such Lender. If a Shelf Offering of Registrable Securities is to be conducted as an underwritten offering and, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be allocated among such Holder(s) and Lenders pro rata on the basis of the aggregate number of such securities or shares owned by each such holder, or as such Holder(s) and Lenders may otherwise agree amongst themselves. No Holder or Lender may participate in any underwritten registration under this Section 2 unless such Holder or Lender (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Resale Registration Statement. Prior to (a) As soon as practicable (and in any event within one hundred and eighty (180) calendar days of the Closing date on which the Initial Public Offering closes (the “Filing Date”)), the Company shall prepare and file with the Commission a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act S-1 (the “Resale Registration Statement”). (A) The Resale Registration Statement providing for the resale by the Purchasers of the Conversion Shares, the Warrants and the Warrant Shares or shall include such Conversion Shares, Warrants and Warrant Shares in any other registration statement on Form S-1 filed with by the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereofCompany. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has shall use commercially reasonable efforts to cause such registration to become effective and shall furnish within sixty (60) days following the Holders with copies thereof; and Filing Date (y) advise the Holders promptly after the issuance by unless the Commission of any stop order or of any order preventing or suspending notified the use Company that it will perform a “full” review of the Resale Registration Statement, in which case the Company shall cause such registration to become effective within ninety (90) days following the Filing Date such 60-day or 90-day period is referred to as the “Effectiveness Date”), and to keep such Resale Registration Statement effective at all times (except for any periods in connection with the filing of post-effective amendments as reasonably determined by Company’s counsel to be required) until no Purchaser owns any Warrants and Warrant Shares issuable upon exercise of the initiation Warrants. (b) If: (i) the Resale Registration Statement is not filed on or threatening of any proceeding prior to its Filing Date, (ii) if the Company fails to file with the Commission a request for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or suspending any in writing, whichever is earlier) by the Commission that such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) a Resale Registration Statement registering for resale all of the Securities to be registered thereunder (the “Registrable Securities”) is not declared effective by the Commission prior to by the Closing Date and Effectiveness Date, or (yiv) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance effective date of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person Resale Registration Statement ceases for any reasonable legal or other reasonable out-of-pocket expenses incurred reason to remain continuously effective as to all Registrable Securities included in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or the holders of the Registrable Securities (the “Holders”) are otherwise not permitted to utilize the prospectus included therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any amendment 12-month period (any such failure or supplement thereto made breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as an “Event Date”), then, in reliance upon addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in conformity with information relating to such Indemnified Person furnished cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in writing full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 8% per annum (or such lesser maximum amount that is permitted to be paid by or applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on behalf a daily pro rata basis for any portion of such Indemnified Person expressly for use in a month prior to the Resale Registration Statement or any amendment or supplement theretocure of an Event.

Resale Registration Statement. Prior to Not later than thirty (30) days after the Closing Datecompletion of the Trestle Reverse Split, the Company shall prepare and file with the Commission SEC a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act Registration Statement (the “Resale Registration Statement”). (A) The Resale Registration Statement filed with the Commission shall be consistent in registering for resale at prevailing market prices all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) Registrable Securities. The Company shall use its commercially reasonable best efforts to obtain effectiveness of the Registration Statement with respect to all Registrable Securities no later than one hundred and fifty (x150) have days after the completion of the Trestle Reverse Split, and shall respond to all oral and written comments from the staff of the SEC. a. The parties shall endeavor to take all actions reasonably required to obtain effectiveness of such Resale Registration Statement or, if and to the extent such rule becomes available, utilize the re-sale exemptions provided under Rule 144 in order to provide liquidity for these shares. b. In the event that the Company shall for any reason fail to: (i) file with the SEC the initial Resale Registration Statement within thirty (30) days after the date of the Series A Preferred Stock Issuance (the “Required Filing Date”); or (ii) cause such Resale Registration Statement to be declared effective by the SEC within one hundred and fifty (150) days after the completion of the Offering (the “Required Effective Date”), then and in either such event, the Company shall pay to the Investors a cash amount that shall be equal to two percent (2%) of the aggregate principal amount of the Notes or aggregate Stated Value of the Series A Preferred Stock (as applicable) for each month (or part thereof) following the Required Filing Date that the Resale Registration Statement shall not have been duly filed with the SEC, and/or for each month (or part thereof) following the Required Effective Date that the Resale Registration Statement shall not have been declared effective by the Commission prior SEC (the “Late Registration Payment”). Such Late Registration Payment shall be paid to the Closing Date Investors within 30 days after the end of each month in which such Late Registration Payment shall be payable, and until the Company shall have complied with the provisions of this Section 5b. Without limiting any of the other rights of the holders of Registrable Securities hereunder, the failure by the Company to timely make any or all of such Late Registration Payments shall constitute an Event of Default under the Notes. Notwithstanding the foregoing, the aggregate amount of the Late Registration Payment shall: (a) not exceed ten percent (10%) of the aggregate principal amount of the Notes or aggregate Stated Value of the Series A Preferred Stock (as applicable); and (yb) maintain in the event that the Company complies with Section 5b(i) above, but the effectiveness of such Resale Registration Statement is delayed beyond such 150 day period solely by reason of comments from the SEC relating to the application of Rule 415, as promulgated under the Securities Act for Act, then the Late Payment shall be based on two percent (2%) of the portion of the Investor’s initial investment in the Notes that corresponds to the number of such Investor’s Registrable Securities permitted to be registered by the Commission pursuant to Rule 415. c. Notwithstanding anything to the contrary contained in this Section 5, in the event that the SEC, in its application of Rule 415 as promulgated under the Securities Act, requires any holder of Registrable Securities to be deemed to be a period statutory underwriter, then and in such event the Company may reduce the number of one hundred eighty days shares being registred under such Resale Registration Statement in order to avoid such statutory underwriter designation (180) days following if possible), or, at the Closing Date (such daterequest of the holders of a majority of the Registrable Securities, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary reduce or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the withdraw such Resale Registration Statement, or any amendments or supplements thereto, or necessary as applicable. In the event the Commission does not permit the Company to make the statements therein, in light register all of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions Registrable Securities in the Resale initial Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating the Company shall use its best efforts to such Indemnified Person furnished register the Registrable Securities, subject to the Company in writing by or on behalf terms of such Indemnified Person expressly for use this Section 2, that were not registered in the Resale initial Registration Statement Statement, as promptly as possible and in a manner permitted by the Commission, whether by filing a subsequent registration statement as soon as the Commission permits the Company to do so, providing demand registration rights, or any amendment or supplement theretootherwise.

Resale Registration Statement. Prior to the Closing DatePre-Closing, UbiquiTel Parent, and the Company Stockholders and all Xxxxx Stockholders who receive UbiquiTel Shares hereunder (collectively the "Selling Stockholders"), shall jointly prepare a registration statement (the "Resale Registration Statement") on Form S-3 (or Form S-1 if UbiquiTel Parent is not then eligible to file on Form S-3) to be filed with the SEC in connection with the resale by the Selling Stockholders of the shares of UbiquiTel Stock that the Selling Stockholders and holders of PARs receive pursuant to the terms of the Mergers in accordance with the Securities Act. If UbiquiTel's counsel determines that UbiquiTel may file the Resale Registration Statement prior to the Closing, then UbiquiTel shall file the Resale Registration Statement with the SEC as soon as possible following the Pre-Closing. If UbiquiTel's counsel determines it cannot file the Resale Registration Statement until after the Closing, then UbiquiTel shall file the Resale Registration Statement not later than the 3rd business day following the Closing. UbiquiTel Parent shall give the Selling Stockholders and their counsel reasonable time to review and comment on any and all documents to be filed with the SEC in connection with the Resale Registration Statement. UbiquiTel Parent shall use reasonable best efforts to respond promptly to any comments made by the SEC with respect to the Resale Registration Statement and to cause the Resale Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof with the SEC, but in no event later than the date that shares are first permitted to be sold under the Lock-Up Agreement. If the Resale Registration Agreement is declared effective under the Securities Act, then UbiquiTel Parent shall use reasonable best efforts to prepare and file with such amendments and supplements to the Commission Resale Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Resale Registration Statement effective for a period of not less than two years from the CLOSING DATE, PROVIDED, HOWEVER, that if UbiquiTel Parent files on Form S-1, UbiquiTel Parent may convert the Form S-1 to a registration statement on Form S-3 or any successor thereto from and after the time that UbiquiTel Parent first is eligible to register offers and sales use Form S-3 for the registration of New Notes and Exchange Shares by UbiquiTel Stock for resale. UbiquiTel Parent will furnish to the Holders pursuant to Rule 415 under Selling Stockholders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act (Act, and such other customary documents as they may reasonably request in order to facilitate the “Resale Registration Statement”). (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly disposition of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance UbiquiTel Stock owned by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company them. UbiquiTel Parent shall use its commercially reasonable best efforts to (x) have register and qualify the Resale Registration Statement declared effective UbiquiTel Stock covered by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company laws of such states as shall indemnify be reasonably requested by the Selling Stockholders, provided, that UbiquiTel Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or file a general consent to service of process in any such states. UbiquiTel Parent will bear and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and pay all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigatingany registration, responding to filing or defending any qualification of the foregoing; provided that UbiquiTel Stock to be registered hereunder, including (without limitation) all registration, filing and qualification fees, printers fees and legal and accounting fees of UbiquiTel Parent's attorneys and accountants, but excluding any discounts or commissions incurred in connection with the foregoing indemnification will not apply to Losses to sale of any UbiquiTel Stock and the extent that they directly resulted from (a) any breach legal and accounting fees of attorneys and accountants engaged by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in Selling Stockholders. If the Resale Registration Statement is not declared effective by the date that any shares of UbiquiTel Stock are first permitted to be sold under the Lock-Up Agreement, UbiquiTel shall pay to the Stockholders and the Selling Member, in cash or by wire transfer within five (5) business days after such date, the aggregate amount of $4,900,000 to be allocated among the Stockholders and the Selling Member proportionately based on such Person's total number of shares of UbiquiTel Stock received as Merger Consideration in accordance with the provisions of EXHIBIT 1.2; and such payment shall be the exclusive remedy of the Stockholders and the Selling Member for any amendment Losses, expenses or supplement theretodamages incurred in connection with their inability to resell the shares of the UbiquiTel Stock pursuant to the effective Resale Registration Statement on the date when such resale is first permitted by the Lock-Up Agreement, or pursuant to any registration of UbiquiTel Stock under the Securities Act; provided, that nothing herein shall be deemed to relieve UbiquiTel Parent from its continuing obligations hereunder, including (without limitation) the obligations to respond promptly to SEC comments and to cause the Resale Registration Statement to be declared effective as promptly as possible.

Resale Registration Statement. Prior (a) The Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form SB-2 (the "Resale Registration Statement") to register under the Closing DateSecurities Act of 1933, as amended (the "Securities Act"), the sale of certain shares of Common Stock by certain selling stockholders of the Company shall prepare and file with the Commission on a registration statement on Form S-3 delayed or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders continuous basis pursuant to Rule 415 promulgated under the Securities Act (the “Resale Registration Statement”). (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereofAct. The Company shall: (x) advise the Holders promptly of the time when expects that the Resale Registration Statement has will become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders on or prior to December 31, 1995. The Company hereby covenants that it will promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of amend the Resale Registration Statement, Statement to include the sale of the initiation Warrant Shares and any securities issued or threatening issuable with respect to the Warrant Shares by way of any proceeding for any such purpose a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization (collectively, the "Registrable Securities") by the Holder or Holders of this Warrant, and in will use its best efforts to obtain and maintain the event of the issuance of any stop order or of any order preventing or suspending the use effectiveness of the Resale Registration Statement until the expiration of the four (4) year period immediately following the date of this Warrant, or suspending any such qualificationuntil all of the Registrable Securities have been sold by the Holder or Holders, to use promptly its commercially reasonable efforts to obtain its withdrawalif sooner (the "Registration Period"). (Bb) The Holder or Holders of this Warrant shall provide the Company, from time to time, as reasonably requested by the Company, written information concerning the Holder's ownership of the Company's securities, such Xxxxxx's intentions concerning the sale of Registrable Securities and such other matters as are required in order to enable the Company shall use its commercially reasonable efforts to amend, and obtain and maintain the effectiveness of, such Resale Registration Statement in accordance with this Section 14. (xc) have In the event the Resale Registration Statement shall not be declared effective by the Commission prior to the Closing Date and (y) maintain by December 31, 1995, or the Resale Registration Statement under is declared effective but shall thereafter at any time during the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such dateRegistration Period cease to be effective, the “Termination Date”Holder or Holders of this Warrant shall have the rights set forth in Sections 15 and 16 below to request registration of the Registrable Securities until such time as the Resale Registration Statement shall have been declared effective or again becomes effective, and as the period from and after the Closing Date case may be; provided that to the Termination Date, extent the “Company is required to file a post-effective amendment to the Resale Period”). The Company shall take all action Registration Statement in order to update such registration statement as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated required by this Agreement may be effected in accordance with the applicable provisions Section 10(a)(3) of the Securities Act of 1933, the Holder or Holders of this Warrant shall not be entitled to exercise the rights set forth in Sections 15 and 16 below during the Exchange Act and any state or foreign securities or Blue Sky laws60 day period following the filing of such post-effective amendment with the Commission (the "Stand-Still Period"), provided the Company uses its reasonable best efforts to obtain the effectiveness of such post-effective amendment during such Stand-Still Period. (Cd) The In the event the Company shall indemnify and hold harmless is for any reason unable to include the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated Registrable Securities in the Resale Registration Statement, during the Registration Period the Holder or any amendments Holders of this Warrant shall have the rights set forth in Sections 15 and 16 below to request registration of the Registrable Securities, it being agreed by the Company that the Holder or supplements thereto, or Holders of this Warrant shall not be required to exercise this Warrant if such exercise is necessary to make include the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions Registrable Securities in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement thereto.

Resale Registration Statement. Prior to (a) As soon as practicable (and in any event within thirty (30) calendar days of the Closing date of this Agreement (the “Filing Date”)), the Company shall prepare and file with the Commission a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”). ) (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided or Form S-1 if Form S-3 is not available to the Holders Company) providing for the resale by the Purchasers of the Preferred Shares, the Conversion Shares, the Warrants and their counsel to review prior to the filing thereofWarrant Shares or shall include such Preferred Shares, Conversion Shares, Warrants and Warrant Shares in any other registration statement on Form S-3 or Form S-1 filed by the Company. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. cause such registration to become effective within sixty (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (18060) days following the Closing Date (such date, unless the Commission notified the Company that it will perform a “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance full” review of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, in which case the Company shall cause such registration to become effective within ninety (90) days following the Closing Date such 60-day or any amendments or supplements thereto, or necessary 90-day period is referred to make as the statements therein, in light of the circumstances under which they were made, not misleading“Effectiveness Date”), and shall reimburse to keep such Indemnified Person Resale Registration Statement effective at all times (except for any reasonable legal or other reasonable out-of-pocket expenses incurred periods in connection with investigatingthe filing of post-effective amendments as reasonably determined by Company’s counsel to be required) until no Purchaser owns any Preferred Shares, responding to or defending any Conversion Shares, Warrants and Warrant Shares issuable upon exercise of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, Warrants. (b) gross negligence If: (i) the Resale Registration Statement is not filed on or willful misconduct on prior to its Filing Date, (ii) if the part Company fails to file with the Commission a request for acceleration of the Resale Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Indemnified PersonResale Registration Statement will not be “reviewed” or will not be subject to further review, or (ciii) statements a Resale Registration Statement registering for resale all of the Securities to be registered thereunder (the “Registrable Securities”) is not declared effective by the Commission by the Effectiveness Date, or omissions in (iv) after the effective date of the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Resale Registration Statement, or the holders of the Registrable Securities (the “Holders”) are otherwise not permitted to utilize the prospectus included therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any amendment 12-month period (any such failure or supplement theretobreach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as an “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

Resale Registration Statement. Prior 10.4.1 Subject to applicable law and the Closing Daterules and regulations of the US Securities and Exchange Commission (SEC), as soon as practicable following the Company Completion, but in any event no later than ten (10) Business Days thereafter, Buyer shall prepare and file with the Commission SEC, a registration statement of the Buyer registering the resale by the Sellers of the Consideration Shares (such shares, the Registrable Shares, and such registration statement, the Resale Registration Statement). The Resale Registration Statement shall be on Form S-3 or any successor thereto (except if Buyer is then ineligible to register offers for resale the Registrable Shares on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Shares). The Sellers shall cause to be completed, executed and sales of New Notes delivered the Selling Stockholder Questionnaires, and Exchange Shares will provide all such completed Selling Stockholder Questionnaires to Buyer. Each Seller who has returned a properly completed Selling Stockholder Questionnaire is referred to herein as a “Selling Stockholder”. 10.4.2 Buyer shall thereafter use its best efforts to cause the Resale Registration Statement to be declared effective by the Holders pursuant SEC as soon as practicable, and to Rule 415 keep the Resale Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the “Resale Registration Statement”)Registrable Shares have been publicly sold by the Selling Stockholders or (ii) the date that all Registrable Shares may be sold by the Selling Stockholders without volume or manner-of-sale restrictions pursuant to Rule 144, and without the requirement for Buyer to be in compliance with the current public information requirement under Rule 144 , as determined by the counsel to Buyer pursuant to a written opinion letter to such effect, addressed and acceptable to Buyer’s transfer agent and the Selling Stockholders. (A) 10.4.3 The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms (or any prospectus or prospectus supplement forming a part of such documents provided to Resale Registration Statement), as initially filed, shall include the Holders and their counsel to review prior to Registrable Shares of all Selling Stockholders for whom Buyer has received completed Selling Stockholder Questionnaires on or before the filing thereofthird Business Day following Completion. The Company shall: (x) advise the Holders promptly of the time when Upon the Resale Registration Statement has become becoming effective and subject to the provisions of this clause 10.4, the Registrable Shares shall furnish the Holders with copies thereof; be available for public resale, from time to time and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statementon a continuing basis, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of pursuant to the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawaland in compliance with the prospectus delivery requirements of the Securities Act. (B) The Company 10.4.4 Buyer shall use its commercially reasonable efforts furnish to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for each Selling Stockholder such numbers of copies of a period of one hundred eighty days (180) days following the Closing Date (such dateprospectus, the “Termination Date”including a preliminary prospectus, and the period from and after the Closing Date any supplement to the Termination Dateany prospectus, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated required by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and shall take such other actions (including causing the Exchange Act and removal of any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”restricted legends), arising from as the Selling Stockholders may reasonably request in order to facilitate their disposition of their Registrable Shares, subject to each Selling Stockholder providing any untrue statement of a material fact or omission of a material fact required information reasonably requested by Buyer to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse facilitate such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretoaction.

Resale Registration Statement. Prior Subject to MCEL obtaining any necessary waivers and approvals with respect to existing registration rights, MCEL shall, unless MCEL reasonably concludes that the MCEL Shares held by Horizon will be freely transferable in the absence of registration without volume limitations upon the expiration of the Lock-Up Period (i) not later than 90 days prior to the Closing Dateexpiration of the Lock-Up Period, the Company shall prepare and file with the Commission SEC a registration statement on Form S-3 (or any successor thereto to register offers and sales of New Notes and Exchange Shares by another appropriate form) (the Holders pursuant to Rule 415 “Registration Statement”) registering under the Securities Act (the “Resale Registration Statement”). (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly resale of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; MCEL Shares by Horizon and (yii) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable best efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission SEC on or prior to the Closing Date expiration of the Lock-Up Period. MCEL agrees that it shall use its reasonable best efforts to obtain any waivers and approvals necessary to effect the registration contemplated by this Section 5.6. Horizon agrees that it shall be a condition precedent to MCEL’s registration obligations under this Section 5.6 that Horizon (i) furnish to MCEL such information regarding Horizon, its Affiliates and the intended method of disposition of the MCEL Shares as shall be reasonably requested by MCEL to effect the effectiveness of the registration contemplated by this Section 5.6 and (yii) maintain execute and deliver such documents in connection with such registration as MCEL may reasonably request. All registration fees, printing fees, accounting fees and fees and disbursements of counsel for MCEL in connection with the Resale registration contemplated by this Section 5.6 shall be paid by MCEL and any underwriting fees, discounts and commissions and all fees and disbursements of counsel for Horizon in connection with the registration contemplated by this Section 5.6 shall be paid by Horizon. In connection with the filing of the Registration Statement, MCEL shall, as promptly as practicable: (a) prepare and file with the SEC any amendments and supplements to the Registration Statement under and the Securities Act for a period of one hundred eighty days prospectus included in the Registration Statement (180) days following the Closing Date (such date, the “Termination DateProspectus”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action ) as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance to comply with the applicable provisions of the Securities Act (including the anti-fraud provisions thereof) and to keep the Exchange Act Registration Statement effective for six months from the effective date or such lesser period until all of the MCEL Shares registered thereunder (the “Registrable Shares”) are sold; (b) furnish to Horizon such reasonable number of copies of the Prospectus, including any preliminary Prospectus, in conformity with the requirements of the Securities Act, and such other documents as Horizon may reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares; (c) use its reasonable best efforts to register or qualify the Registrable Shares under the securities or blue sky laws of such states as Horizon shall reasonably request, and do any and all other acts and things that may be necessary to enable Horizon to consummate the public sale or other disposition of the Registrable Shares in such states; provided, however, that MCEL shall not be required, as a result of this Section 5.6(c), to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or to amend its organizational documents in a manner that the MCEL board of directors determines is inadvisable; (d) cause all of the Registrable Shares to be listed on each securities exchange or automated quotation system on which the MCEL Common Stock is then listed; (e) make available for inspection by Horizon, any managing underwriter participating in any disposition pursuant to the Registration Statement, and any state attorney or foreign securities accountant or Blue Sky laws. (C) The Company shall indemnify other agent retained by any such underwriter or retained by Horizon, all financial and hold harmless the Holdersother records, their respective Affiliates, pertinent corporate documents and their respective properties of MCEL and cause its officers, directors, membersemployees and independent accountants to supply all information reasonably requested by any such underwriter, partnersattorney, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint accountant or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred agent in connection with investigating, responding to or defending any the Registration Statement; (f) notify Horizon after it shall receive notice of the foregoing; provided that time when the foregoing indemnification will not apply Registration Statement has become effective or a supplement to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the Prospectus forming a part of such Indemnified Person, or the Registration Statement has been filed; and (cg) statements or omissions in notify Horizon of any request by the Resale Registration Statement, or SEC for any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to of the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement the Prospectus. If MCEL has delivered a Prospectus to Horizon and, after having done so, the Prospectus is amended to comply with the requirements of the Securities Act, MCEL shall promptly notify Horizon and, if requested, Horizon shall immediately cease making offers and sales of Registrable Shares thereunder and return all Prospectuses to MCEL. MCEL shall promptly provide Horizon with revised Prospectuses and, following receipt of the revised Prospectuses, Horizon may resume making offers and sales of the Registrable Shares pursuant thereto.

Resale Registration Statement. Prior (a) Purchaser will use commercially reasonable efforts to the Closing Date, the Company shall prepare and (i) file with the Commission a resale registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act with the SEC registering the resale of the Registrable Securities (the “Resale Shelf”) within 60 days of the Closing Date, (ii) have the Resale Shelf declared effective by the SEC as promptly as practicable after such filing and (iii) maintain the effectiveness of the Resale Shelf until such time as no Registrable Securities remain outstanding. Purchaser agrees to furnish to Seller such number of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, in order to facilitate the disposition of Registrable Securities. Purchaser agrees to take all commercially reasonable actions (excluding, for clarity, marketing efforts) as necessary and reasonably requested by Seller, at Seller’s expense, to expedite and facilitate disposition by Seller of Registrable Securities pursuant to the Registration StatementShelf. (b) Notwithstanding Section 5.13(a): (i) Purchaser shall not be required to file the Resale Shelf (or any amendment thereto) or, if the Resale Shelf has been filed but not declared effective by the SEC, request effectiveness of such Resale Shelf, or, if such Resale Shelf has been declared effective by the SEC, may suspend the use of any prospectus that is part of the Resale Shelf, for up to 60 calendar days from the date of the Suspension Notice (as defined below), by providing written notice to Seller if Purchaser shall have furnished to Seller a certificate signed by the Chief Executive Officer (or other authorized officer) of Purchaser stating that Purchaser’s Board of Directors has determined in its reasonable good faith judgment that the filing of the Resale Shelf (or any amendment thereto) or the request for effectiveness of such Resale Shelf should be delayed or the offer or sale of Registrable Securities pursuant to the Resale Shelf should be suspended (as applicable); provided that Purchaser may not invoke a delay or suspension pursuant to this Section 5.13(b)(i) for more than 60 calendar days in the aggregate in any 12 month period. Purchaser may invoke this Section 5.13(b)(i) only if Purchaser’s Board of Directors determines in good faith, after consultation with its legal counsel, that the filing of the Resale Shelf (or any amendment thereto), the request for effectiveness of such Resale Shelf or offer or sale of Registrable Securities pursuant to the Resale Shelf (as applicable) would reasonably be expected to: (A) have a material adverse effect on any proposal or plan by Purchaser or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving Purchaser or any of its subsidiaries; or (ii) require premature disclosure of material non-public information (“MNPI”) that Purchaser has a bona fide business purpose for preserving as confidential; provided that a Suspension Event (as defined below) shall automatically expire upon the public disclosure of the information to which the MNPI relates. (ii) In the case of an event that causes Purchaser to delay the filing or effectiveness of the Resale Shelf, or suspend the use of any prospectus that is part of the Resale Shelf, as set forth in Section 5.13(b)(i) (a “Suspension Event”), Purchaser shall give a notice to Seller (a “Suspension Notice”) of such delay or suspension and such notice shall state that such delay or suspension shall continue only for so long as the Suspension Event or its effect is continuing. Purchaser shall not include any MNPI in the Suspension Notice or otherwise provide such information to Seller unless specifically requested in writing. Seller shall not sell any Registrable Securities pursuant to the Resale Shelf at any time after it has received a Suspension Notice from Purchaser and prior to receipt of an End of Suspension Notice; provided that Seller may sell any Registrable Securities after receipt of a Suspension Notice so long as Seller has not received MNPI from Purchasers pursuant to any available exemption from registration under the Securities Act, including, without limitation, Rule 144 promulgated under the Securities Act. Seller may recommence sales pursuant to the Resale Shelf following further written notice to such effect (an “End of Suspension Notice”) from Purchaser, and such End of Suspension Notice shall be given by Purchaser to Seller promptly following the conclusion of any Suspension Event. (iii) Notwithstanding any provision herein to the contrary, if Purchaser gives a Suspension Notice with respect to the Resale Shelf, Purchaser agrees that it shall: (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms as promptly as practicable after Seller’s receipt of such documents provided an End of Suspension Notice, if applicable, prepare a post-effective amendment or supplement to the Holders and their counsel registration statement or the prospectus or any document incorporated therein by reference, or file any required document so that, as thereafter delivered to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly purchasers of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such dateRegistrable Shares included therein, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each prospectus will not include an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a omit to state any material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (B) provide copies of any supplemented or amended prospectus necessary to resume sales, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding respect to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or each Suspension Event. (c) statements or omissions in For purposes of this Section 5.13, “Registrable Securities” means the Resale Registration StatementFirst Tranche Shares and Second Tranche Shares; provided, or however, that as to any amendment or supplement thereto made in reliance Registrable Securities, such securities shall irrevocably cease to constitute Registrable Securities upon or in conformity with information relating the earliest to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement thereto.occur of:

Resale Registration Statement. Prior to Within five (5) Business Days following the Closing Date, the Company Pensare shall prepare and file or cause to be prepared and filed with the Commission SEC, a registration statement on Form S-3 or any successor thereto such other applicable form (as amended or supplemented from time to register offers and sales time, the “Registration Statement”), in connection with the registration under the Securities Act of New Notes and Exchange Shares by the Holders an offering to be made on a continuous basis pursuant to Rule 415 under of the Securities Act Act, registering the resale from time-to-time of the shares of Pensare Common Stock issued to Holdings pursuant to this Agreement (including any such shares of Pensare Common Stock transferred by Holdings to its members) (the “Resale Registration StatementRegistrable Securities”). (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company Pensare shall use its commercially reasonable best efforts to (x) cause the Registration Statement to comply with the rules and regulations promulgated by the SEC, including providing any necessary opinions of counsel, and to have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for Act. Notwithstanding the foregoing, Pensare’s obligations under this Section 8.12 are contingent upon Holdings (and any members of Holdings to which Holdings transferred Registrable Securities) furnishing in writing to Pensare such information regarding Holdings (or such members of Holdings), the securities of Pensare held by Holdings (or its affiliates) and the intended method of disposition of the Registrable Securities as shall be reasonably requested by Pensare to effect the registration of such Registrable Securities, and shall execute such documents in connection with such registration as Pensare may reasonably request that are customary of a period of one hundred eighty days selling stockholder in similar situations. Pensare shall use reasonable best efforts to cause the Registration Statement to be declared effective as soon as possible after filing, but in no event later than sixty (18060) days following the Closing Date filing deadline (such datethe “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the “Termination Date”staff of the SEC. Once effective, Pensare shall use reasonable best efforts to keep the Registration Statement continuously effective and the period from to be supplemented and after the Closing Date amended to the Termination Date, extent necessary to ensure that such Registration Statement is available for the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance resale of the New Notes Registrable Securities; provided, however, that as to any particular Registrable Securities, such securities shall cease to be Registrable Securities (and Pensare shall have no further obligations to maintain the Exchange Shareseffectiveness of the Registration Statement with respect thereto) when: (a) such securities shall have been sold, and the other transactions contemplated by this Agreement may be effected transferred, disposed of or exchanged in accordance with the applicable provisions of Registration Statement (or another registration statement filed under the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”Act), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by Pensare and subsequent public distribution of them shall not require registration under the part of such Indemnified Person, or Securities Act; (c) statements such securities shall have ceased to be outstanding; or omissions in the Resale Registration Statement, (d) such securities are freely saleable under Rule 144 without volume or any amendment or supplement thereto made in reliance upon or in conformity manner of sale limitations. Pensare shall bear its own costs and expenses associated with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretoits obligations under this Section 8.12.

Resale Registration Statement. Prior to the Closing Date, (a) Each of Parent and the Company shall prepare cooperate with respect to the preparation and file filing with the Commission SEC of a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares Parent registering the resale by the Stockholders and the Company Note Holders pursuant to Rule 415 under of Parent Common Stock issued hereunder following Closing, and in any event following Parent’s filing Table of Contents of the Securities Act Required Company Financials with the SEC (the “Resale Registration Statement”). (A) The . If Parent is eligible to file a Resale Registration Statement filed with on Form S-3 pursuant to Rule 462(e) under the Commission Securities Act (an “Automatic Resale Registration Statement”) registering the resale by the Stockholders and the Company Note Holders of Parent Common Stock issued hereunder, Parent shall be consistent in all material respects with the last forms of prepare such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Automatic Resale Registration Statement has become effective and shall furnish the Holders Form 8-K/A attaching the Required Company Financials (the “Form 8-K/A”), with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use cooperation of the Resale Registration StatementCompany, and, subject to Parent’s timely receipt of the initiation or threatening of any proceeding for any such purpose Reporting Information and the Company’s performance and compliance with its covenants set forth in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualificationthis Section 5.11, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company Parent shall use its commercially reasonable efforts to (x) have such Form 8-K/A and Automatic Resale Registration Statement ready for filing with the SEC promptly following the Closing, provided that Parent shall only be obligated to file the Resale Registration Statement declared effective (x) during an “open trading window” as determined by the Commission prior to the Closing Date Parent’s xxxxxxx xxxxxxx policies (an “Open Window Exception”) and (y) maintain a reasonable period of time after Parent’s receipt of the Reporting Information. Each of Parent and the Company will cause the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take comply as to form in all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance material respects with the applicable provisions of the Securities Act and the Exchange Act rules and any state or foreign securities or Blue Sky laws. (C) regulations thereunder. The Company shall indemnify use its commercially reasonable efforts to: (a) upon Parent’s request, assist Parent and hold harmless its Representatives in the Holders, their respective Affiliates, preparation of any audited historical and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons pro forma financial statements of the Company that may be required in connection with Parent’s SEC reporting obligations related to this Agreement or any of the Transactions (each an “Indemnified PersonRequired Company Financials”) from and against any and all lossesor the filing of the Resale Registration Statement, claims(b) promptly furnish such information as Parent may reasonably request in connection with such financial statements, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or the performance of Parent’s SEC reporting obligations relating to this Agreement or any amendments or supplements theretoof the Transactions; and (c) complete, execute, acknowledge and deliver, or necessary use their commercially reasonable efforts to make cause to be completed, executed, acknowledged and delivered by the statements thereinappropriate representatives of the Company, Stockholders or Company Note Holders, in light of each case, such questionnaires and other documents, certificates and instruments as may be reasonably requested by the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred Parent in connection with investigating, responding the filing of the Resale Registration Statement or the financial statements or the performance of Parent’s SEC reporting obligations relating to this Agreement or defending any of the foregoing; provided that Transactions (the foregoing indemnification will not apply to Losses to Required Company Financials, together with the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, information in (b) gross negligence or willful misconduct on the part of such Indemnified Person, or and (c), the “Reporting Information”). Subject to Parent’s timely receipt of the Reporting Information and the Company’s performance and compliance with its covenants set forth in this Section 5.11, Parent shall use its commercially reasonable efforts to file the Form 8-K/A with the SEC as soon as reasonably practicable following its preparation. (b) statements or omissions in If the Resale Registration Statement is not an Automatic Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to each of Parent and the Company in writing shall use its reasonable best efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable after such Resale Registration Statement is filed. Parent will advise the Company, promptly after Parent receives notice thereof, of any request by or on behalf the SEC for amendment of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment SEC comments thereon. Once declared effective, Parent shall, subject to the other applicable provisions of this Agreement, use commercially reasonable efforts to cause the Resale Registration Statement to be continuously effective and usable until the date that is the two-year anniversary of the Closing Date, or supplement theretosuch earlier time as all shares of Parent Common Stock covered by such Resale Registration Statement (i) have been sold pursuant to such Registration Statement or otherwise, (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions, or (iii) cease to be outstanding; provided, however, that Parent shall not be deemed to have breached its obligations hereunder if Parent shall fail to fulfill its obligations under this Section 5.11 at a time when trading of Parent Common Stock has been suspended under Parent’s xxxxxxx xxxxxxx policies, including if Parent reasonably believes that there is or may be in existence material nonpublic information or events involving the Company, the failure of which to be disclosed in the prospectus included in the Resale Registration Statement could result in a violation of applicable law. (c) Subject to this Section 5.11 and the Company’s performance and compliance with its covenants set forth in this Section 5.11, Parent shall use commercially reasonable efforts to cause the shares of Parent Common Stock being issued in the Merger to be approved for listing (subject to notice of issuance) on NASDAQ promptly following Parent’s filing of the Form 8-K/A. Table of Contents

Resale Registration Statement. Prior Section 5.15(a) is hereby deleted in its entirety and replaced with the following: (a) Each of Acquirer and Xxxxxxx X. Xxxxxxx shall cooperate with respect to the Closing Date, the Company shall prepare preparation and file filing with the Commission SEC of a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares Acquirer registering the resale by the Holders pursuant to Rule 415 under the Securities Act Company Securityholders holding shares of Acquirer Common Stock issued hereunder following Closing (the “Resale Registration Statement”). (A) The . If Acquirer is eligible to file a Resale Registration Statement filed on Form S-3 pursuant to Rule 462(e) under the Securities Act (an “Automatic Resale Registration Statement”) registering the resale by the Company Securityholders holding shares of Acquirer Common Stock issued hereunder, Acquirer shall prepare such Automatic Resale Registration Statement and the Form 8-K/A attaching the Required Financials (the “Form 8-K/A”), with the Commission cooperation of Xxxxxxx X. Xxxxxxx, and, subject to Acquirer’s timely receipt of the Reporting Information and the Company’s performance and compliance with its covenants set forth in this Section 5.15, Acquirer shall use its reasonable best efforts to have such Form 8-K/A and Automatic Resale Registration Statement ready for filing with the SEC within a reasonable period following the Closing, provided that Acquirer shall only be consistent obligated to file the Resale Registration Statement (x) during an “open trading window” as determined by Acquirer’s xxxxxxx xxxxxxx policies and (y) no sooner than 20 days after Acquirer’s receipt of the Reporting Information. Acquirer will cause the Resale Registration Statement to comply as to form in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act rules and any state or foreign securities or Blue Sky laws. (C) regulations thereunder. The Company and, after the Closing, Xxxxxxx X. Xxxxxxx, shall indemnify use its commercially reasonable efforts to: (a) deliver prior to Closing the Required Financials, (b) upon Acquirer’s request, assist Acquirer and hold harmless its Representatives in the Holderspreparation of any pro forma financial statements of the Company that may be required in connection with Acquirer’s SEC reporting obligations related to this Agreement or any of the Transactions or the filing of the Resale Registration Statement, their respective Affiliates(c) promptly furnish such information as Acquirer may reasonably request in connection with such financial statements, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or the performance of Acquirer’s SEC reporting obligations relating to this Agreement or any amendments or supplements theretoof the Transactions, (d) complete, execute, acknowledge and deliver, or necessary use their reasonable best efforts to make cause to be completed, executed, acknowledged and delivered by the statements thereinappropriate representatives of the Company or Company Securityholders, in light of each case, such questionnaires and other documents, certificates and instruments as may be reasonably requested by the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred Acquirer in connection with investigating, responding to or defending any the filing of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or the financial statements or the performance of Acquirer’s SEC reporting obligations relating to this Agreement or any amendment of the Transactions and (e) cause the Company’s auditors to deliver any consent required to file the Required Financials to comply with Acquirer’s SEC reporting obligations or supplement theretofile the Resale Registration Statement (the Required Financials, together with the information in (b), (c), and (d), the “Reporting Information”). Subject to Acquirer’s timely receipt of the Reporting Information and the Company’s and Xxxxxxx X. Xxxxxxx’ performance and compliance with their respective covenants set forth in this Section 5.15, Acquirer shall use its reasonable best efforts to file the Form 8-K/A with the SEC as soon as reasonably practicable following its preparation. Notwithstanding any other provision of this Section 5.15(a) to the contrary, the obligations of Xxxxxxx X. Xxxxxxx under this Section 5.15(a) shall survive from and after the Closing Date for 180 days.”

Resale Registration Statement. Prior to (a) Purchaser shall prepare and, within 45 Business Days of the Closing Date, the Company shall prepare and file with the Commission SEC a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 S-3, or, if such registration statement is not available, such other form as may provide for a registered resale, under the Securities Act (together with all amendments or supplements thereto, and all information incorporated by reference therein, the “Resale Registration Statement”). , covering the resale of the Closing Shares issued and Earnout Shares issuable pursuant to Section 2.5 of this Agreement (A) The Resale “Registrable Securities”). Purchaser will use its reasonable best efforts to cause the Registration Statement filed with to be declared effective as soon as reasonably practicable following the Commission filing of the Registration Statement and shall use its reasonable best efforts to cause the Registration Statement to be consistent in maintained effective until the earliest to occur of (i) the sixth anniversary of the date the Registration Statement has first become effective, or (ii) the date that all material respects with of the last forms Registrable Securities issued or issuable pursuant to Section 2.5 have actually been sold, or may be sold pursuant to Rule 144 under the Securities Act without any restrictions (including as to volume or manner of such documents provided sale), including preparing and filing any amendments, post-effective amendments, and prospectus supplements as may be reasonably requested by Seller or required by the rules, regulations or instructions applicable to the Holders registration form used by Purchaser or by the Securities Act or rules and their counsel regulations thereunder to review keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold. Purchaser shall, at least three (3) days prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and or any amendment or supplement thereto, Purchase shall furnish a copy thereof to Seller. (b) For not more than sixty (60) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, Purchaser may, by written notice to the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending Seller, suspend the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and prospectus included in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement if Purchaser’s board of directors or suspending any an authorized committee thereof determines in good faith that such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts suspension is necessary to (x) have delay the Resale Registration Statement declared effective by disclosure of material nonpublic information concerning Purchaser, the Commission prior disclosure of which Purchaser’s board of directors or such committee reasonably determines to be significantly disadvantageous to the Closing Date Purchaser and its stockholders, or (y) maintain amend or supplement the Resale Registration Statement under or the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable related prospectus so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state Registration Statement or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each prospectus will not include an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of omit to state a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleadingmisleading (and, in the event of a suspension pursuant to clause (y), Pxxxxxxxx agrees to use reasonable best efforts to complete such amendment or supplement as soon as reasonably practicable). The Company and the Seller shall reimburse (a) promptly furnish such Indemnified Person for any reasonable legal information, questionnaires, certificates or other reasonable out-of-pocket expenses incurred documents as Purchaser may reasonably request in connection with investigating, responding any such Registration Statement and (b) use their reasonable best efforts to or defending any cause to be furnished by the appropriate representatives of the foregoing; provided Company or by a Seller such information, questionnaires, certificates or other documents as may be reasonably requested by Purchaser in connection with the filing of any such Registration Statement. It shall be a condition precedent to the obligations of Purchaser to take any action pursuant to this Section (c) with respect to Seller that Seller furnish to Purchaser a fully completed questionnaire and such other information in writing regarding itself, the foregoing indemnification will Purchaser Common Stock held by it, and the intended method of disposition of such securities by Seller as Purchaser shall reasonably request. In addition, Seller shall promptly notify Purchaser of the occurrence, from the date on which such information or documents are furnished to the date of the closing for the sale of such Purchaser Common Stock held by it, of any event relating to Seller that is required under the Securities Act to be set forth in any such Registration Statement. All expenses relating to the preparation, filing and otherwise relating to the preparation and filing of the Registration Statement (but not apply as to Losses sales costs, fees and commissions relating to any sales of Registrable Securities thereunder) shall be the sole responsibility of Purchaser. (c) So long as Seller holds Registrable Securities, Purchaser, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all SEC Reports required to be filed by Purchaser after the date hereof and to promptly notify Seller of its filing of all such SEC Reports. Purchaser further covenants that it shall take such further action as Seller may reasonably request, all to the extent that they directly resulted required from (a) time to time to enable Seller to sell the shares of Purchaser Common Stock held by Seller without registration under the Securities Act within the limitation of the exemptions provided by Rule 144, including providing any breach by customary legal opinions. Upon the request of Seller, Purchaser shall deliver to Seller a written certification of a duly authorized officer as to whether it has complied with such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretorequirements.

Resale Registration Statement. Prior Either (a) counsel for Buyer shall have received from the staff of the SEC a letter, in form and substance reasonably acceptable to Vidara, indicating that the Closing DateSEC is of the view that the Merger will constitute a “succession” for purposes of Rule 12g-3(a) of the Exchange Act and that Vidara may take into account Buyer’s reporting history under the Exchange Act in determining Vidara’s eligibility to use Form S-3 immediately following the Effective Time, the Company and Vidara shall prepare and otherwise be reasonably satisfied that it is eligible to file with the Commission a registration statement Resale Registration Statements on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 462(e) under the Securities Act (the an “Automatic Resale Registration Statement”). (A) The and such Automatic Resale Registration Statement filed shall have been prepared and, in the reasonably opinion of counsel to Vidara, ready for filing with the Commission SEC promptly following Closing or (b) Vidara shall have been notified by the SEC that the Resale Registration Statement will not be reviewed by the SEC or is no longer subject to further review and comments, Vidara shall have caused a letter to be delivered to the SEC requesting that the effectiveness of the Resale Registration Statement be accelerated, which letter shall be consistent in all material respects with form and substance reasonably acceptable to Buyer (the last forms “Acceleration Letter”); and, in each of such documents provided clauses (a) and (b), Buyer or Vidara shall have paid (or, in the case of an Automatic Resale Registration Statement, be prepared to the Holders and their counsel to review pay prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders any registration fees associated with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding and Holdings shall be reasonably satisfied that all other filings have been made, that all consents and approvals have been obtained and that all other arrangements have been made and are in place, in each case as would be necessary for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement be declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (and in such date, the “Termination Date”, and the period from and after the Closing Date form as will allow Holdings or Holdings Members to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, publicly resell their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating Ordinary Shares pursuant to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement thereto(subject, in the case of the preceding clause (b), only to the lapse of time between the Effective Date and the time at which effectiveness of the Registration Statement was requested in the Acceleration Letter and the satisfaction of such other conditions, if any, as are set forth in the Acceleration Letter).

Resale Registration Statement. Prior Purchaser agrees that it will file a prospectus supplement to the Closing Date, the Company shall prepare and file with the Commission a Purchaser’s registration statement on Form S-3 S-3ASR filed on March 1, 2021 (File No. 333-253749) (or any successor thereto another registration statement on Form S-3, or such other form under the Securities Act then available to register offers and sales of New Notes and Exchange Shares by Purchaser), providing for the Holders resale pursuant to Rule 415 under from time to time, and on a continuing basis, by each holder thereof (each a “Holder”), of the Registrable Securities Act (such registration statement, including the prospectus, any pre-effective or post-effective amendments and supplements thereto, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, therein being hereinafter referred to as a “Resale Registration Statement”). (A) The Resale Registration Statement filed with ” and such prospectus supplement, including the Commission shall be consistent base prospectus included in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the a Resale Registration Statement, a “Resale Prospectus Supplement”). Purchaser agrees to file a Resale Prospectus Supplement in respect of any Milestone Shares within [*] after the issuance thereof; provided, however, that Purchaser will be permitted to postpone or suspend (upon written notice to the Holders) the filing or use of a Resale Prospectus Supplement or a Resale Registration Statement if the disclosure requirements of the initiation Securities Act in connection with such Resale Registration Statement would require Purchaser to include material non-public information (including information to supplement, update or threatening of any proceeding for any correct existing disclosures) that has not theretofore been included or incorporated by reference in such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any otherwise in the public domain and Purchaser’s Board of Directors has determined in its reasonable judgment that Purchaser has a bona fide business reason not to disclose such qualificationmaterial non-public information; provided, that the aggregate number of days Purchaser shall be permitted to so postpone or suspend the use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the of each such Resale Prospectus Supplement or effectiveness of each such Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a shall not exceed [*] or an aggregate of [*] days in any period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws[*]. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement thereto.

Resale Registration Statement. Prior to The Beneficiary will prepare, and after the Closing Date promptly (but in no event later than twenty (20) Business Days after the Closing Date, the Company shall prepare and ) file with the Commission SEC, a resale registration statement (the “Registration Statement”) relating to the offer and sale by Contributors at any time and from time to time on Form S-3 a delayed or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to continuous basis in accordance with Rule 415 under the Securities Act and in accordance with this Agreement, of the Beneficiary Shares issuable under the Contribution Agreement (including Beneficiary Shares subject to escrow), together with such indeterminate number of additional securities resulting from stock splits, stock dividends or other distributions, exchanges, recapitalizations or similar transactions with respect to the Beneficiary Shares issuable under the Contribution Agreement (the “Resale Registration StatementRegistrable Securities”). (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company Beneficiary shall use its commercially reasonable best efforts to (x) have the Resale Registration Statement declared effective by as promptly as practicable, but in no event later than the Commission prior to earlier of (a) forty (40) Business Days following the Closing Date and (yb) maintain five (5) Business Days following the Resale date on which the SEC notifies the Beneficiary or its counsel that the Registration Statement is not subject to any further review; provided, however, if the SEC screens the Registration Statement for review, then the forty (40) Business Days period shall be extended to sixty (60) Business Days (with such date on which the Registration Statement becomes effective referred to as the “Effective Date”). Promptly upon receipt of an order of the SEC declaring the Registration Statement effective, the Beneficiary shall deliver or make available to Contributors a copy of such Registration Statement and any amendments thereto together with confirmation from the Beneficiary that the Registration Statement is effective and an opinion of counsel representing the Company for the purposes of such Registration in form and substance reasonably acceptable to Contributors, addressed to Contributors, confirming that the Shares have been registered for resale under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such dateand, the “Termination Date”, and the period from and after the Closing Date subject to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected transfer restrictions contained in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on may be sold pursuant to the part of such Indemnified Person, or (c) statements or omissions prospectus contained in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement thereto.

Resale Registration Statement. Prior to the Closing Date, the (a) The Company shall use its commercially reasonable efforts, subject to receipt of necessary information from the Security Holders for inclusion in such filing, to prepare and file with the Commission on or prior to the Required Filing Date a registration statement Registration Statement covering the resale of all Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 or any successor thereto (except if the Company is not then eligible to register offers and sales of New Notes and Exchange Shares by for resale the Holders pursuant to Rule 415 under the Registrable Securities Act (the “Resale Registration Statement”on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (Bb) The Company shall use its commercially reasonable efforts to (x) have cause the Resale Registration Statement to be declared effective by the Commission prior as promptly as possible after the filing thereof, and shall use commercially reasonable efforts to keep the Closing Date and (y) maintain the Resale Registration Statement continuously effective under the Securities Act for a period until the earlier of one hundred eighty days (180i) days following the Closing Date tenth anniversary of the date that the Registration Statement is first declared effective by the Commission and (such date, ii) the date when all securities covered by the Registration Statement shall have ceased to be Registrable Securities (the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Effectiveness Period”). . (c) The Company shall take all action notify the Seller, as agent for the Security Holders, in writing promptly (and in any event within two Trading Days) after receiving notification from the Commission that the Registration Statement has been declared effective. (d) The Company’s obligations pursuant to this Section 2.1 and Section 2.2 shall be conditioned upon receipt from the Security Holders of a Selling Stockholder Questionnaire in the form attached hereto as Exhibit A, as such form may be hereafter revised as necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of to reflect amendments to the Securities Act and the Exchange Act rules and any state or foreign securities or Blue Sky lawsregulations promulgated thereunder. (Ce) The Notwithstanding anything in this Agreement to the contrary, the Company may, by written notice to the Seller, require that the Security Holders immediately cease the sale of shares of Common Stock pursuant to the Registration Statement if the Company’s Board of Directors determines in good faith that, due to pending material corporate developments, it is in the best interests of the shareholders of the Company to suspend the use of the Registration Statement. Upon receipt of such notice, the Security Holders shall indemnify and hold harmless immediately discontinue any sales of Registrable Securities pursuant to the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement Registration Statement until copies of a material fact supplemented or omission of a material fact required amended Prospectus and any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus have been made available to be stated in the Resale Registration StatementSecurity Holders on Commission’s XXXXX database or otherwise, or any amendments or supplements thereto, or necessary to make until the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company Seller is advised in writing by or on behalf the Company that the then-current Prospectus may be used. The Company’s rights under this Section 2.1(e) may be exercised for a period of such Indemnified Person expressly for use no more than 45 days at a time and not more than two times in the Resale Registration Statement or any amendment or supplement theretotwelve-month period.

Resale Registration Statement. Prior to (i) No later than 30 days following the Closing Date, the Company Buyer shall use reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission Commission, a registration statement on Form S-3 (or, if Form S-3 is not then available to be used by the Buyer, on Form S-1) (the “Resale Registration Statement”) for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act or any successor thereto registering the resale from time to register offers and sales of New Notes and Exchange Shares time by the Holders Sellers of all of the Aggregate Closing Stock Consideration. The Buyer shall use reasonable best efforts to cause the Resale Registration Statement to be declared effective by the Commission as soon as possible after filing, but in no event later than 180 days following the Closing Date (the date on which the Resale Registration Statement becomes effective, the “Effectiveness Date”). During the period beginning on the Effectiveness Date and ending at the time all of the Aggregate Closing Stock Consideration covered by such Resale Registration Statement has been sold, transferred, disposed of or exchanged in accordance with such effective Resale Registration Statement, the Buyer shall use reasonable best efforts to keep the Resale Registration Statement continuously effective and to be supplemented and amended to the extent necessary to ensure that such Resale Registration Statement is available or, if not available, to ensure that another registration statement meeting the requirements of this Section 5.2(a)(i) is available, under the Securities Act at all times until all of the Aggregate Closing Stock Consideration has been disposed of in accordance with the intended method(s) of distribution set forth in such Resale Registration Statement. The Resale Registration Statement filed with the Commission pursuant to this Section 5.2(a)(i) shall contain a prospectus in such form as to permit any Seller to sell such Seller’s Pro Rata Portion of the Aggregate Closing Stock Consideration pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the “Resale Registration Statement”Commission then in effect) at any time beginning on the Effectiveness Date (subject to the limitations imposed by the First Blackout Window and the Second Blackout Window pursuant to Section 5.3), and shall provide that the Aggregate Closing Stock Consideration may be sold pursuant to any method or combination of methods legally available to, and requested by, Sellers. (Aii) The Notwithstanding Section 5.2(a)(i) above, prior to filing a Resale Registration Statement filed or prospectus, or any amendment or supplement thereto, the Buyer shall furnish to the Sellers and their legal counsel, copies of such Resale Registration Statement as proposed to be filed, each amendment and supplement to such Resale Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Resale Registration Statement (including each preliminary prospectus), and such other documents as the Sellers or their legal counsel may reasonably request in order to facilitate the disposition of the Aggregate Closing Stock Consideration, and provide each Seller the opportunity to object to any information pertaining to such Seller and its plan of distribution that is contained therein and make the corrections reasonably requested by such Seller with respect to such information prior to filing such Resale Registration Statement or such other registration statement or supplement or amendment thereto; provided, however, each Seller shall provide such objections and/or corrections within 5 days of receipt of such Resale Registration Statement and the 30-day period in the first sentence of Section 5.2(a)(i) shall be tolled for each day beyond five days after receipt of such Resale Registration Statement that any Seller has not provided such objections and/or corrections. (iii) The Company shall prepare and file a supplemental listing application with the Commission shall be consistent in all material respects with Trading Market to list the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when Aggregate Closing Stock Consideration covered by the Resale Registration Statement has become effective and shall furnish use reasonable best efforts to have the Holders with copies thereof; and (y) advise Aggregate Closing Stock Consideration approved for listing on the Holders promptly after the issuance Trading Market by the Commission date of any stop order or of any order preventing or suspending the use effectiveness of the Resale Registration Statement, subject only to official notice of issuance. (iv) When effective, the initiation or threatening of any proceeding for any such purpose Buyer covenants and in the event of the issuance of any stop order or of any order preventing or suspending the use of agrees that the Resale Registration Statement or suspending any such qualification, (including the documents incorporated therein by reference) will comply as to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take form in all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance material respects with the all applicable provisions requirements of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each will not contain an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of omit to state a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, therein or necessary to make the statements thereintherein not misleading (in the case of any prospectuses contained in such Resale Registration Statement, in light of the circumstances under which they were a statement is made). (v) The Buyer shall notify the Sellers in writing of the effectiveness of the Resale Registration Statement as soon as practicable, not misleadingand in any event within one Business Day after the Effectiveness Date, and shall reimburse furnish to them, without charge, such Indemnified Person for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any number of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they directly resulted from (a) any breach by such Indemnified Person copies of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration StatementStatement (including any amendments, or supplements and exhibits), the prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing documents incorporated by or on behalf of such Indemnified Person expressly for use reference in the Resale Registration Statement or any amendment or supplement theretosuch other documents as the Sellers may reasonably request in order to facilitate the sale of the Aggregate Closing Stock Consideration in the manner described in the Resale Registration Statement.

Resale Registration Statement. Prior to the Closing Date(a) At its expense, the Company shall Buyer will use reasonable best efforts to: (i) prepare and file with the Commission SEC a registration statement of the Buyer on Form S-3 that registers for resale on a delayed or any successor thereto to register offers continuous basis all of the Earn-Out Shares and sales of New Notes and Exchange which identifies each Preferred Stockholder receiving Earn-Out Shares by the Holders pursuant to Rule 415 under the Securities Act (each, a “Holder”) as a selling security holder (such registration statement, the “Resale Registration Statement”).; (Aii) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when cause the Resale Registration Statement has to become effective not later than the date that any Earn-Out Shares are required to be issued hereunder and shall furnish remain effective with respect to each Holder during the Holders with copies thereofperiod ending on the earliest of (i) the date on which such Holder has disposed of all of his, her or its Earn-Out Shares; (ii) the date such Holder is able to sell all Earn-Out Shares held by him, her or it under Rule 144 promulgated under the Securities Act within a three month period; and (yiii) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use second anniversary of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use effective date of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Dateperiod, the “Resale Period”). The Company ; (iii) prepare and file with the SEC such amendments and supplements to the Resale Registration Statement and the prospectus used in connection with the Resale Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (iv) furnish to each Holder such reasonable number of copies of the Resale Registration Statement, preliminary prospectus, final prospectus and such other documents as such Holder may reasonably request in order to facilitate the sale of the Earn-Out Shares; (v) register and qualify the securities covered by the Resale Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by any Holder; provided that the Buyer shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Buyer is already subject to service in such jurisdiction and except as may be required by the Securities Act; (vi) notify each Holder of the happening of any event as a result of which the prospectus included in the Resale Registration Statement, as then in effect, includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (vii) cause the Earn-Out Shares to be listed on each securities exchange or automated quotation system on which similar securities issued by the Buyer are then listed or quoted; and (viii) provide a transfer agent and registrar for all Earn-Out Shares and a CUSIP number for all Earn-Out Shares, in each case not later than the date that any Earn-Out Shares are required to be issued hereunder. (b) In connection with the filing of the Resale Registration Statement with the SEC, the Buyer agrees to provide such information and materials (including method or methods of distribution) and take all such action as may be necessary required to permit the Buyer to comply with all applicable requirements of the SEC and to obtain effectiveness of the Resale Registration Statement as expeditiously as possible. (c) Notwithstanding Section 5.7(a) above, the Buyer may postpone, for up to 120 days, the filing of the Resale Registration Statement or advisable so postpone the filing of a pre- or post-effective amendment otherwise required to be prepared and filed if, at the time such filing is required to be made, (a) the Buyer’s board of directors determines in good faith that the issuance registration and offering of the New Notes Earn-Out Shares would require disclosure of material information that would have a material adverse effect on the Buyer and promptly gives each Holder notice of that determination (it being understood, however, that, in any such event, the Buyer shall use commercially reasonable efforts to minimize the length of the postponement) or (b) the chief executive officer of the Buyer certifies to each Holder that the Buyer has a present intention to file a registration statement with respect to authorized and unissued shares of the Buyer’s capital stock within such 120-day period; provided that any such postponement shall be for a period of not more than 120 days and shall occur no more than once in any twelve-month period. (d) With a view to making available the benefits of certain rules and regulations of the SEC that may at any time permit the sale of the restricted securities to the public without registration, during the Resale Period, the Buyer agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; (ii) use commercially reasonable efforts to then file with the SEC in a timely manner all reports and other documents required of the Buyer under the Securities Act and the Exchange SharesAct; and (iii) Furnish to each Holder, promptly upon request, a written statement by the Buyer as to its compliance with the reporting requirements of Rule 144, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state Act, a copy of the most recent annual or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless quarterly report of the Holders, their respective AffiliatesBuyer, and their respective officers, directors, members, partners, employees, agents, investment managers such other reports and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, or necessary to make the statements therein, in light documents of the circumstances under which they were made, not misleading, and shall reimburse Buyer as such Indemnified Person for Holder may reasonably request in availing itself of any reasonable legal rule or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any regulation of the foregoing; provided that the foregoing indemnification will not apply SEC allowing such Holder to Losses to the extent that they directly resulted from (a) sell any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any amendment or supplement theretosecurities without registration.

Resale Registration Statement. Prior to the Closing Date, the Company (a) The Purchaser shall prepare and file with the Commission SEC promptly after Closing and use reasonable efforts to cause to be declared effective within 90 days after the Closing Date, a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”)) on an appropriate form relating to the Registrable Securities, to the extent required to permit the disposition by a Holder of the Registrable Securities. (Ab) The Resale Registration Statement filed with the Commission Purchaser shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when cause the Resale Registration Statement has become to remain effective until no Registrable Securities remain outstanding; provided, however, that before filing such Registration Statement or any amendments or supplements thereto, the Purchaser shall furnish to counsel selected by the Holders copies of all documents proposed to be filed, which documents shall be subject to the review of such counsel, and shall furnish in good faith consider incorporating in each such document such changes as such counsel to the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose reasonably and in a timely manner may suggest. (c) On and from the event of the issuance of any stop order or of any order preventing or suspending the use filing date of the Resale Registration Statement or suspending and while any such qualificationRegistrable Securities remain outstanding, to use promptly its commercially reasonable efforts to obtain its withdrawal.the Purchaser shall: (Bi) The Company shall use its commercially reasonable efforts notify the Holders of the happening of any event that requires the Purchaser to (x) have make changes in the Resale Registration Statement declared effective by the Commission prior or any prospectus contained therein in order to the Closing Date and (y) maintain ensure that the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180and each prospectus contained therein) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any contains no untrue statement of a material fact or omission of and does not omit to state a material fact required to be stated in the Resale Registration Statement, or any amendments or supplements thereto, therein or necessary to make the statements thereintherein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made); (d) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement (including post-effective amendments) and each prospectus used in connection therewith, such annual or periodic reports under the Exchange Act and all other documents, as may be necessary to keep such Registration Statement effective, to ensure such Registration Statement (and each prospectus contained therein) contains no untrue statement of material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and shall reimburse such Indemnified Person for any reasonable legal to comply with the provisions of the Securities Act with respect to the sale or other reasonable out-of-pocket expenses incurred disposition of all securities covered by such Registration Statement until such time as there shall be no Registrable Securities; (e) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as each Holder of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the Resale Registration Statement remains in effect or until all of the Registrable Securities are sold, whichever is shorter, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder (provided, however, that the Seller shall not be required in connection with investigatingtherewith or as a condition thereto to qualify to do business as a foreign corporation, responding subject itself to taxation in or defending to file a general consent to service of process in any jurisdiction where it would not, but for the requirements of this Section 9.1(e), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holder to consummate the disposition in such jurisdiction of the foregoingsecurities covered by such Resale Registration Statement; (i) otherwise comply with all applicable laws, rules and regulations promulgated by the SEC; provided that and (ii) cause all such Registrable Securities to be listed and remain quoted on each securities exchange or quotation system on which the foregoing indemnification will not apply to Losses Purchaser’s common stock is listed or traded. (f) The Purchaser shall promptly give written notice to the extent that they directly resulted from Holders: (ai) any breach by when such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person, or (c) statements or omissions in the Resale Registration Statement, the prospectus or any amendment or supplement thereto made in reliance upon or in conformity has been filed with information relating to the SEC and when such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Resale Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the SEC for amendments or supplement supplements to such Resale Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose; and (iv) of the receipt by the Purchaser or its legal counsel of any notification with respect to the suspension of the qualification of its common stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (g) The Purchaser shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Resale Registration Statement at the earliest possible time; (h) The Purchaser shall furnish to each Holder, without charge, at least one copy of such Resale Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); and (i) The Purchaser shall use its best efforts to procure the cooperation of the Purchaser’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders.