Common use of Resale Registration Statement Clause in Contracts

Resale Registration Statement. As soon as practicable but no later than forty-five (45) calendar days following the Closing (the “Filing Date”), the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or, if the Company is ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf will not be "reviewed" or will not be subject to further review. Such 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 Holder named therein. The Company shall use commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3.

Resale Registration Statement. As soon Veracyte agrees that it will file a prospectus supplement to Veracyte’s registration statement on Form S-3ASR filed May 2, 2019 (File No. 333-231173) (or another registration statement on Form S-3ASR, or, only if Veracyte is then ineligible to use Form S-3ASR, such other form under the Securities Act then available to Veracyte), providing for the resale pursuant to Rule 415 from time to time, and on a continuing basis, by NanoString, of the Registrable Securities (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 practicable but no later than the “Resale Registration Statement” and such prospectus supplement, including the 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 suspend (upon written notice to NanoString) the filing or use of the Resale Prospectus Supplement or the Resale Registration Statement (on one or more occasions) if the disclosure requirements of the Securities Act in connection with the Resale Registration Statement would require Veracyte to include material non-public information (including information to supplement, update or correct existing disclosures) that has not theretofore been included or incorporated by reference in the Resale Registration Statement, Veracyte’s Board of Directors has determined in its reasonable judgment that Veracyte has a bona fide business reason not to disclose such material information and Veracyte is not otherwise required to disclose such material non-public information pursuant to the Securities Act or the Exchange Act; provided, that the aggregate number of days Veracyte 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 fifteen (15) consecutive days or an aggregate of forty-five (45) calendar days following the Closing in any period of twelve (the “Filing Date”), the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”12) or, if the Company is ineligible consecutive months. NanoString hereby agrees with Veracyte that it may not participate in any underwritten offering with respect to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), in each case, covering the resale of all the Registrable Securities hereunder unless (determined as of two business days a) Veracyte gives its prior written consent to such filing) on a delayed or continuous basis underwritten offering and shall use its reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (xb) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf managing underwriter and (y) the tenth (10th) business day after the date the Company is notified in writing underwriters thereof shall be designated by the SEC that such Shelf will not be "reviewed" or will not be subject to further review. Such 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 Holder named therein. The Company shall use commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3Veracyte.

Resale Registration Statement. As soon as reasonably practicable but no later than forty-five thirty (4530) calendar days following the Closing (the “Filing Date”), the Company shall file a Registration Statement for a Shelf Registration (a “Resale Shelf Registration Statement”) on Form S-3 F-1 (the “Form S-3 F-1 Shelf”) or, if the Company is ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf will not be "reviewed" or will not be subject to further reviewthereof. Such 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 Holder Significant Shareholder or Founder Investor (or any permitted assign or transferee of the Founder Investor that becomes a party to this Agreement pursuant to Section 8.02) named therein. The Company shall use commercially its reasonable best efforts to maintain a the Shelf in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the SEC Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a the Shelf continuously effective, available for use to permit all Holders Significant Shareholders and Founder Investors (or any permitted assign or transferee of the Founder Investor that becomes a party to this Agreement pursuant to Section 8.02) named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3.Following

Resale Registration Statement. As soon as practicable but no later than forty-five (45A) calendar days following the Closing (the “Filing Date”), the Company Buyer shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or, if the Company is ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf will not be "reviewed" or will not be subject to further review. Such 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 Holder named therein. The Company shall use commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the SEC such amendmentsSEC, including post-effective amendmentsas soon as reasonably practicable but in no event later than four (4) business days after the date hereof, a Registration Statement on Form S-3 covering the resale by Seller of the shares of Kellwood Common Stock issued pursuant hereto (the "RESALE REGISTRATION STATEMENT"). Seller shall, promptly after any request by Buyer, furnish to Buyer all financial statements and supplements other information as may be requested by Buyer in connection with preparation and filing of the Resale Registration Statement. Buyer shall use all commercially reasonable efforts to cause the Resale Registration Statement to be declared effective (and to permit Seller to sell pursuant thereto) within fifteen (15) days after the Closing Date, including public disclosure of any material information necessary to ensure that the Registration Statement will not contain an 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 (including any material nonpublic information disclosed by Buyer to Seller), and to keep the Resale Registration Statement continuously effective until the date on which Seller may dispose of all remaining shares of Kellwood Common Stock issued in connection with the transactions contemplated hereby without a Shelf continuously registration requirement and without volume restrictions on sales. Buyer further agrees, if necessary during the time that the Resale Registration Statement is required to be maintained effective, available for use to permit all Holders named therein amend or supplement the Resale Registration Statement when required by the registration form, by the instructions applicable to sell their Registrable such form, or by the Securities included therein Act. As part of its efforts to cause the Resale Registration Statement to be declared effective, Buyer, promptly after execution of this Agreement, will prepare and file a Form 8-K disclosing the transactions contemplated hereby. Further, Buyer, promptly after the execution of any agreement to effect the acquisition described in compliance with the provisions Other Transaction Disclosure, will prepare and file a Form 8-K disclosing the transactions contemplated thereby (including a copy of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3acquisition agreement related thereto).

Resale Registration Statement. As soon The Company will file at least 180 days prior to the expiration of the Common Stock Transfer Period (as practicable but no defined in the Governance Agreement) (or if a later than forty-five (45time for filing is requested by the Holders, at such later time) calendar days following with the Closing (the “Filing Date”), the Company shall file SEC a Registration Statement for a Shelf Registration shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the “Form S-3 Shelf”) orSecurities Act (which registration statement, if the Company is ineligible eligible to use file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a Form S-3 Shelf“Resale Registration Statement”) relating to the offer and resale of Registrable Securities by any Holder at any time and from time to time following the expiration of the transfer restrictions set forth in Section 7 of the Governance Agreement in accordance with the methods of distribution set forth in the plan of distribution section of the Resale Registration Statement, a and, if such Resale Registration Statement for a Shelf Registration on Form S-1 is not effective within ninety (the “Form S-1 Shelf”), in each case, covering the resale 90) days of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf and (y) the tenth (10th) business day after the date hereof, the Company is notified in writing by the SEC that such Shelf will not be "reviewed" or will not be subject to further review. Such 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 Holder named therein. The Company shall use commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall use reasonable best efforts cause such Resale Registration Statement to prepare and file with the SEC such amendments, including post-promptly be declared or otherwise become effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of under the Securities Act until Act. Any such time registration pursuant to the Resale Registration Statement shall hereinafter be referred to as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent “Resale Shelf Registration) to a Form S-3 Shelf .” For so long as soon as practicable after the Company is eligible to use Form S-3S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Resale Registration Statement for the maximum period permitted by SEC rules, and shall replace any Resale Registration Statement at or before expiration, if applicable, with a successor effective Resale Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Resale Shelf Period”).

Resale Registration Statement. As soon as practicable but (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 forty-five (45) calendar days following 5:30 pm New York Time on the Closing 5h Business Day (the “Filing Date”)) following the Closing Date, the Company shall file Ambac will have filed a Registration Statement for a Shelf Registration registration statement on Form S-3 (the “Form S-3 Shelf”) orS-3, or if the Company such form is ineligible to use a Form S-3 Shelfnot then available, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), or in each casecase any successor form) (each, covering a “Resale Registration Statement”) with the SEC registering the resale of all 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 Securities”) in accordance with any reasonable method of distribution elected by the Existing Shareholders (determined as of two business days prior to in such filing) on context, each, a delayed or continuous basis and shall “Seller”). Ambac will use its reasonable best efforts to have such Shelf cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable after the filing thereof and thereafter, but in no event later than the earlier of (xi) the ninetieth (90th) calendar day following 60 days from the Filing Date if the SEC notifies the Company that it will “review” the Shelf and (yii) the tenth (10th) business day 5th Business Day after the date the Company Ambac is notified (orally or in writing writing, whichever is earlier) by the SEC that such Shelf the Resale Registration Statement will not be "“reviewed" ” or will not be subject to further review. Such Shelf shall provide for review (such date on which the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall use commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously Resale Registration Statement is declared effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3“Effective Date”).

Resale Registration Statement. As soon as practicable but (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 forty-five (45) calendar days following 5:30 pm New York Time on the Closing 5h Business Day (the “Filing Date”)) following the Closing Date, the Company shall file Ambac will have filed a Registration Statement for a Shelf Registration registration statement on Form S-3 (the “Form S-3 Shelf”) orS-3, or if the Company such form is ineligible to use a Form S-3 Shelfnot then available, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), or in each casecase any successor form) (each, covering a “Resale Registration Statement”) with the SEC registering the resale of all 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 Securities”) in accordance with any reasonable method of distribution elected by the Existing Shareholders (determined as of two business days prior to in such filing) on context, each, a delayed or continuous basis and shall “Seller”). Ambac will use its reasonable best efforts to have such Shelf cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable after the filing thereof and thereafter, but in no event later than the earlier of (xi) the ninetieth (90th) calendar day following 60 days from the Filing Date if the SEC notifies the Company that it will “review” the Shelf and (yii) the tenth (10th) business day 5th Business Day after the date the Company Ambac is notified (orally or in writing writing, whichever is earlier) by the SEC that such Shelf the Resale Registration Statement will not be "“reviewed" ” or will not be subject to further review. Such 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 Holder named therein. The Company shall use commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the SEC review (such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3.date on

Resale Registration Statement. (a) As soon as practicable but no later than forty-five (45) calendar and in any event within 90 days following after the Closing (the “Filing Date”)Effective Time, the Company EPIX shall file a Registration Statement for a Shelf Registration on Form S-3 (with the “Form S-3 Shelf”) orSEC, if the Company is ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis and shall thereafter use its commercially reasonable best efforts to have such Shelf declared effective as soon as practicable after practicable, a registration statement on Form S-3 (or if EPIX is not eligible to use Form S-3, any other form that EPIX is eligible to use) (a “S-3 Registration Statement”) under the filing thereof and no later than Securities Act covering the earlier of resale by (xi) the ninetieth Chairman of the Board of Directors of EPIX and (90thii) calendar day former affiliates of Predix (including any former affiliates of Predix who may following the Filing Date if Effective Time be current affiliates of EPIX) listed on Schedule 7 hereto (collectively, the SEC notifies “Affiliate Stockholders”) of shares of EPIX Common Stock issued pursuant to this Agreement as Merger Consideration (the Company that it “Registrable Merger Shares”). In its discretion, EPIX will “review” be permitted to register any other shares for resale by other eligible selling stockholders using the Shelf S-3 Registration Statement. EPIX shall use commercially reasonable efforts to keep the S-3 Registration Statement continuously effective and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf will not be "reviewed" or will not be subject to further review. Such Shelf shall provide usable for the resale of the Registrable Securities included therein Merger Shares covered thereby for a period commencing on the 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 any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall use commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of Rule 145 under the Securities Act until 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 time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3registration statement.

Resale Registration Statement. As soon as practicable Promptly following the final closing of the purchase and sale of the Notes and Warrants contemplated by the Memorandum (the "Closing Date") but no later than forty-five the later of (45i) calendar thirty (30) days after the final closing of the Offering and, (ii) in the event the SEC is conducting a review of a Registration Statement filed by the Company prior to the date of the Memorandum, the fifth (5th) day following the Closing completion of such review (the “"Filing Date”Deadline"), the Company shall prepare and file a with the SEC one Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or, if the Company is ineligible to use a Form S-3 Shelfis not then available to the Company, on such form of registration statement as is then available to effect a Registration Statement registration for a Shelf Registration on Form S-1 (resale of the “Form S-1 Shelf”Registrable Securities), in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf will not be "reviewed" or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein in an amount at least equal to the Conversion Shares and the Warrant Common Shares (such Registration Statement, or any other Registration Statement covering the resale of any of the Registrable Securities pursuant to any method the provisions of this Agreement, the "Resale Registration Statement"). No other securities shall be included in the Resale Registration Statement, except for up to 283,768 shares of the Company's Common Stock issuable upon exercise of warrants that were issued by the Company on May 9, 2011, May 20, 2011 and August 23, 2011. The Resale Registration Statement (and each amendment or combination of methods legally available tosupplement thereto, and requested by, any Holder named therein. The Company each request for acceleration of effectiveness thereof) shall use commercially reasonable efforts to maintain a Shelf be provided in accordance with Section 3(c) to the terms hereof, Placement Agent and shall use reasonable best efforts its counsel prior to prepare and file its filing or other submission. If the Resale Registration Statement covering the Registrable Securities is not filed with the SEC such amendmentson or prior to the Filing Deadline, including post-effective amendments, and supplements as may be necessary the Company will make pro rata payments to keep a Shelf continuously effective, available for use to permit all Holders named therein to sell their the Investors(based on number of Registrable Securities included therein held by each such Investor), as partial damages and not as a penalty, in compliance with the provisions an aggregate amount equal to 1.5% of the Securities Act until such time as there are no longer any Registrable Securitiesgross proceeds from the Offering. In the event the Company files a Form S-1 ShelfResale Registration Statement has not been filed by each 30th day anniversary of the Filing Deadline, the Company will make for each such 30-day period the Resale Registration Statement has not been filed additional pro rata payments to the Investors (based on number of Registrable Securities held by each such Investor) in an aggregate amount equal to 1.5% of the gross proceeds from the Offering. Such payments shall use its reasonable best efforts be made to convert the Form S-1 Shelf each such Investor in immediately available funds within three (and any Subsequent Shelf Registration3) to a Form S-3 Shelf as soon as practicable Business Days after the Company is eligible to use Form S-3Filing Deadline or each 30th day anniversary of the Filing Deadline, as the case may be.

Resale Registration Statement. As soon as practicable but no later than forty-five (45a) calendar Provided that all recipients of Acquiror Parent Shares and potential recipients of Holdback Shares, Additional Holdback Shares and Dividend Shares have adequately and timely provided Acquiror with all selling shareholder information required to be included therein, Acquiror shall use commercially reasonable efforts to (i) file, or cause to be filed, with the SEC within thirty (30) days following of the Closing (the “Filing Date”)Closing, the Company shall file a Registration Statement for a Shelf Registration shelf registration statement on Form S-3 (the “Form S-3 Resale Shelf”) or, if the Company is ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf will not be "reviewed" or will not be subject to further review. Such Shelf shall provide for registering the resale of the Registrable Securities included therein Acquiror Parent Shares, the Holdback Shares, the Additional Holdback Shares and the Dividend Shares, (ii) have the Resale Shelf declared effective by the SEC as promptly as practicable after such filing (if it does not become effective automatically upon such filing), and (iii) maintain the effectiveness of the Resale Shelf until the latest to occur of (A) the date that the Acquiror Parent Shares and any Dividend Shares issued pursuant to this Agreement, the Holdback Shares and the Additional Holdback Shares issued pursuant to any method or combination of methods legally available toHoldback Agreement, and requested by, any Holder named therein. The Company shall use commercially reasonable efforts Indemnification Shares issued pursuant to maintain a Shelf in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there any Founder Share Acknowledgment Agreement are no longer any Registrable Securities. In Securities (as provided in the event definition therein), (B) the Company files a Form S-1 Shelf, the Company shall use its reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3.last date on which Acquiror Parent Shares or Indemnification Shares may be

Resale Registration Statement. As (i) The Company shall use commercially reasonable efforts to file within thirty (30) days of the consummation of the Transaction (the “Resale Shelf Filing Date”) and to cause to be declared effective as soon as practicable but no later than forty-five (45) calendar days following the Closing (the “Filing Date”), the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or, if the Company is ineligible to use a Form S-3 Shelfthereafter, a Registration Statement for a Shelf Registration registration statement on Form S-1 (the “Form S-1 Resale Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such filing) on a delayed or continuous basis ); provided, that the Parties acknowledge and shall use its reasonable best efforts to have agree that the sale of any Registrable Securities registered under such Resale Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf will not be "reviewed" or will not may be subject to further reviewrestrictions 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 Holder of the Investors named therein. The Company 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 use commercially reasonable efforts 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 maintain a ninety (90) calendar days after the Resale Shelf in accordance with Filing Date if the terms hereofResale Shelf is reviewed by, and shall use reasonable best efforts to prepare and file with comments thereto are provided from, the SEC such amendmentsCommission; provided, including post-effective amendmentsfurther, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, that the Company shall use its reasonable best efforts to convert have the Form S-1 Resale Shelf declared effective within ten (and any Subsequent Shelf Registration10) to a Form S-3 Shelf as soon as practicable business days after the date the Company is eligible 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 use Form S-3further 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.

Resale Registration Statement. As Buyer agrees to cause a registration statement on Form S-3 under the Securities Act relating to the resale of the Buyer Stock and the Partnership Stock (collectively, the "Registrable Shares") to be filed pursuant to the Registration Rights Agreement as soon as practicable but following the date on which the Buyer is eligible to use such Form S-3, and in any event no later than forty-five (45) calendar days following the Closing (the “Filing Date”)January 15, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or1997, if the Company is ineligible and agrees to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable best efforts to (i) have such Shelf registration statement declared effective as soon as practicable after thereafter and (ii) maintain the filing thereof and no later than effectiveness of such registration statement until the earlier of three (x3) years from the ninetieth (90th) calendar day following the Filing Closing Date if the SEC notifies the Company that it will “review” the Shelf and (y) the tenth (10th) business day after the date the Company is notified in writing on which all Registrable Shares have been sold by Sellers; provided, however, that Buyer shall not be required to take any action to cause such registration statement to be declared effective by the SEC Securities and Exchange Commission at any time prior to the publication by Buyer of financial results including at least thirty (30) days' post-closing combined operating results of Buyer and the Company. In the event that at the time the filing of such Shelf will not registration statement is undertaken or required to be "reviewed" or will not be subject undertaken, Buyer fails to further review. Such Shelf shall provide qualify for the use of Form S-3 for purposes of registering for resale of the Registrable Securities included therein pursuant Shares, Buyer shall cause a registration statement on Form S-1 to any method or combination of methods legally available to, be filed as soon as practicable thereafter and requested by, any Holder named therein. The Company shall to use commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the SEC (i) have such amendments, including post-registration statement declared effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after and (ii) maintain the Company is eligible to effectiveness of such registration statement until the earlier of (a) three (3) years from the Closing Date, (b) the date on which all Registrable Shares have been sold by Sellers and (c) the date as of which Buyer qualifies for use of Form S-3 and such registration statement shall have been converted into a registration statement on Form S-3.. 40 -34-

Resale Registration Statement. As soon as practicable but no later than forty-five (45i) calendar days following PPBI agrees to cause to be included in the Closing (the “Filing Date”), the Company shall file a Registration Statement for a Shelf Registration on Form S-3 registration for resale those shares of PPBI Common Stock to be issued to the Investors as Merger Consideration (such shares, together with any shares issued or issuable upon any stock split, distribution, recapitalization or similar event, the “Form S-3 ShelfRegistrable Securities”) or, if ). PPBI further agrees to maintain the Company is ineligible to use a Form S-3 Shelf, a effectiveness of the Registration Statement for a Shelf and cause the Registration on Form S-1 Statement and any related prospectus or prospectus supplement to be appropriately updated as described in paragraph (the “Form S-1 Shelf”), in each case, covering the resale of all v) below until the Registrable Securities (determined as of two business days prior to such filing) on may be freely traded without a delayed or continuous basis and shall use its reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf will not be "reviewed" or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein prospectus pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall use commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions Rule 144 of the Securities Act until or otherwise (such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelfperiod of time, the Company “Effectiveness Period”). (ii) Each Investor shall use prepare and furnish such information relating to it and its reasonable best efforts 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 convert review the Form S-1 Shelf Registration Statement prior to its filing. (iii) Each Investor agrees that none of the 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 Subsequent Shelf Registrationuntrue 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 become aware prior to the 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. (iv) PPBI agrees to a Form S-3 Shelf as soon as practicable advise the Investors, promptly after PPBI receives notice thereof, of the Company is eligible time when the Registration Statement has become effective or any supplement or amendment has been filed, 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 use Form S-3.the extent

Resale Registration Statement. As soon as practicable The Beneficiary will prepare, and after the Closing Date promptly (but in no event later than forty-five twenty (4520) calendar days following Business Days after the Closing Date) file with the SEC, a resale registration statement (the “Filing Date”), the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 ShelfStatement”) or, if relating to the Company is ineligible offer and sale by Contributors at any time and from time to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) time on a delayed or 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 “Registrable Securities”). The Beneficiary shall use its reasonable best efforts to have such Shelf the Registration Statement declared effective as soon promptly as practicable after the filing thereof and practicable, but in no event later than the earlier of (xa) the ninetieth forty (90th40) calendar day Business Days following the Filing Closing Date if and (b) five (5) Business Days following the date on which the SEC notifies the Company Beneficiary or its counsel that it will 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 “review” Effective Date”). Promptly upon receipt of an order of the Shelf SEC declaring the Registration Statement effective, the Beneficiary shall deliver or make available to Contributors a copy of such Registration Statement and (y) any amendments thereto together with confirmation from the tenth (10th) business day after Beneficiary that the date Registration Statement is effective and an opinion of counsel representing the Company is notified in writing by the SEC that such Shelf will not be "reviewed" or will not be subject to further review. Such Shelf shall provide 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 of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall use commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of under the Securities Act until such time as there are no longer any Registrable Securities. In and, subject to the event transfer restrictions contained in this Agreement, may be sold pursuant to the Company files a Form S-1 Shelf, prospectus contained in the Company shall use its reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3Registration Statement.

Resale Registration Statement. As soon as practicable but no later than forty-five (45) calendar days following Upon the Closing written request (the “Filing DateDemand Notice”) of holders of at least 40% of the Registrable Shares (which request shall list the number of Registrable Shares desired by any such holder to be registered and may not be made prior to October 31, 2001), the Company shall use all commercially reasonable efforts to file with the Commission a registration statement (the “Resale Registration Statement for a Shelf Registration Statement”) on Form S-3 (or such other applicable short form) registering the “Form S-3 Shelf”) orRegistrable Shares for resale under the Securities Act so requested to be registered. In such case, if the Company is ineligible shall use all commercially reasonable efforts to use a Form S-3 Shelf, a cause the Resale Registration Statement for a Shelf to become effective as expeditiously as possible (although the Company shall not be required to cause the Resale Registration on Form S-1 (the “Form S-1 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two business days Statement to become effective prior to such filingDecember 31, 2001) on a delayed or continuous basis and shall use its reasonable best efforts to have such Shelf declared remain effective as soon as practicable after the filing thereof and no later than until the earlier of (x) the ninetieth (90th) calendar day following date which is the Filing second anniversary of the Closing Date if the SEC notifies the Company that it will “review” the Shelf and (y) the tenth date on which all Registrable Shares shall have been either transferred pursuant to the Resale Registration Statement or are no longer Registrable Shares. In the event a Demand Notice is delivered, the Company shall promptly notify all Purchasers that were not signatories to the Demand Notice that such notice has been delivered and such Purchasers shall have ten (10th10) business day days after the date receipt of such notice to notify the Company is notified in writing by as to whether such Purchaser desires to have any of its Registrable Shares registered on the SEC that Resale Registration Statement. Any such Shelf will not notice shall state the number of Registrable Shares desired to be "reviewed" or will not be subject to further review. Such 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 Holder named thereinregistered. The Company shall be obligated to register Registrable Shares pursuant to this Section 4 on one occasion only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering all Registrable Shares specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. Notwithstanding the foregoing, during any Black-out Period and if at any time or from time to time after the Closing Date, the Company notifies the Purchasers in writing of the existence of a Potential Material Event, (i) the Company shall not be obligated to file the Resale Registration Statement with the Commission (if such filing has not already been made), (ii) the Company shall not be obligated to cause the Resale Registration Statement to become effective (if the Resale Registration Statement has been filed with the Commission), and/or (iii) the Purchasers shall not offer or sell any Registrable Shares, or engage in any other transaction involving or relating to the Registrable Shares (if the Resale Registration Statement has been declared effective by the Commission), 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 Purchaser receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event. In addition, the Company shall be entitled, upon notice to the Purchasers in writing of the existence of a Potential Material Event, to withdraw or suspend the Resale Registration Statement until such time as such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, at which time the Company shall use all commercially reasonable efforts to maintain a Shelf in accordance with refile or reinstate the terms hereof, Resale Registration Statement and shall use reasonable best efforts cause it to prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously become effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3.d)

Resale Registration Statement. As soon as practicable but no later than forty-five The Company shall prepare and file with the Commission a registration statement on Form S-3 (45or other appropriate form if the Company is not then S-3 eligible) (the “Resale Registration Statement”) relating to the resale of the Securities ​ ​ by the holders of the Securities under the Securities Act on or before the 60th calendar days day following the Closing date hereof (the “Filing Date”), the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or, if the Company is ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf will not be "reviewed" or will not be subject to further review. Such 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 Holder named therein. The Company shall use commercially reasonable efforts to maintain cause the Resale Registration Statement to become effective within 75 calendar days following the date hereof (or, in the event of a Shelf “full review” by the Commission, the 90th calendar day following the date hereof hereof) (the “Effectiveness Date”) and to keep the Resale Registration Statement effective at all times for a one year period after the Closing Date provided that the Company shall have the right to suspend the Resale Registration Statement for a period of fifteen (15) days during such one year period without being in breach of the terms of this Section 4.17 . In the event that the Resale Registration Statement is not (i) filed by the Filing Date or (ii) declared effective by the Commission by the Effectiveness Date, then, in addition to any other rights the holders of Securities may have hereunder or under applicable law, on the Filing Date or the Effectiveness Date for a maximum of six months (each such date being referred to herein as an “Event Date”) and on each monthly anniversary of such Event Date (if the Resale Registration Statement shall not have been filed or declared effective by the applicable Event Date) until the Resale Registration Statement is filed or declared effective, the Company shall pay to each holder of Securities an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Subscription Amount paid by such Purchaser pursuant to the Purchase Agreement for each Security not registered, which amount shall be capped at 6%. Notwithstanding the registration obligations set forth above, if the Commission informs the Company that any of the 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 the Purchaser thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering,; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the SEC such amendmentsguidance, including post-effective amendmentswithout limitation, Compliance and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable SecuritiesDisclosure Interpretation 612.09. In the event the Company files a Form S-1 Shelf, the Company shall use its reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3.​

Resale Registration Statement. As soon as reasonably practicable but no later than forty-five thirty (4530) calendar days following the Closing (the “Filing Date”), the Company shall file a Registration Statement for a Shelf Registration (a “Resale Shelf Registration Statement”) on Form S-3 F-1 (the “Form S-3 F-1 Shelf”) or, if the Company is ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf will not be "reviewed" or will not be subject to further reviewthereof. Such 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 Holder Significant Shareholder or Founder Investor (or any permitted assign or transferee of the Founder Investor that becomes a party to this Agreement pursuant to Section 8.02) named therein. The Company shall use commercially its reasonable best efforts to maintain a the Shelf in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the SEC Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a the Shelf continuously effective, available for use to permit all Holders Significant Shareholders and Founder Investors (or any permitted assign or transferee of the Founder Investor that becomes a party to this Agreement pursuant to Section 8.02) named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In Following the event the Company files filing of a Form S-1 F-1 Shelf, the Company shall use its reasonable best efforts to convert register all of the Registrable Securities that are registered on a Shelf Registration on Form S-1 Shelf F-3 (and any Subsequent Shelf Registrationthe “Form F-3 Shelf”) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3F-3. If during the first year following the Closing, a Form F-1 Shelf has not been filed by the Company or if at any time when the Company is eligible to use Form F-3 the Company has not filed and maintained an effective Form F-3 Shelf, each Significant Shareholder and Founder Investor shall be permitted to request the Company, and the Company shall use reasonable best efforts, to file and maintain an effective Registration Statement on Form F-1 or Form F-3, as applicable. The Company undertakes to file a new, or supplement, or, if required, amend, any Registration Statement to add as a selling stockholder therein (i) a party who receives, or who will receive, Registrable Securities pursuant to a Founder Investor’s exercise of its rights under Section 6.01(a) or Section 6.08. The Company shall use its commercially reasonable efforts to file, in respect of any such supplement or amendment to a Registration Statement, as the case may be, within seven (7) Business Days of, or, in respect of any filing of a new Registration Statement, within ten (10) Business Days of, receiving such notice.

Resale Registration Statement. As soon as practicable but no later than fortyPurchaser agrees that it will file a prospectus supplement to Purchaser’s registration statement on Form S-3ASR filed on March 1, 2021 (File No. 333-five 253749) (45) calendar days following or another registration statement on Form S-3, or such other form under the Closing Securities Act then available to Purchaser), providing for the resale pursuant to Rule 415 from time to time, and on a continuing basis, by each holder thereof (the each a “Filing DateHolder”), the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or, if the Company is ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its reasonable best efforts to have such Shelf declared effective as soon as practicable after registration statement, including the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf will not be "reviewed" or will not be subject to further review. Such 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 byprospectus, any Holder named therein. The Company shall use commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the SEC such amendments, including pre-effective or post-effective amendments, 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 may a “Resale Registration Statement” and such prospectus supplement, including the base prospectus included in 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 necessary permitted to keep postpone or suspend (upon written notice to the Holders) the filing or use of a Shelf continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with Resale Prospectus Supplement or a Resale Registration Statement if the provisions disclosure requirements of the Securities Act until in connection with such time as there are no longer any Registrable Securities. In Resale Registration Statement would require Purchaser to include material non-public information (including information to supplement, update or correct existing disclosures) that has not theretofore been included or incorporated by reference in such Resale Registration Statement or otherwise in the event the Company files a Form S-1 Shelf, the Company shall use public domain and Purchaser’s Board of Directors has determined in its reasonable best efforts judgment that Purchaser has a bona fide business reason not to convert disclose such material non-public information; provided, that the Form S-1 Shelf (and aggregate number of days Purchaser shall be permitted to so postpone or suspend the use of each such Resale Prospectus Supplement or effectiveness of each such Resale Registration Statement shall not exceed [*] or an aggregate of [*] days in any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3period of [*].

Resale Registration Statement. As soon as reasonably practicable following the issuance of the Shares, but no later than forty-five in any event within sixty (4560) calendar days following the Closing issuance of the Shares (the “Filing DateDeadline”), the Company shall file with the Securities and Exchange Commission a Registration Statement for a Shelf Registration registration statement on Form S-1 or Form S-3 pursuant to Rule 415 (the “Form S-3 ShelfResale Registration Statement”) orunder the Securities Act of 1933, if the Company is ineligible as amended, pursuant to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), in each case, covering the resale which all of all the Registrable Securities (determined as of two business days prior defined below) shall be registered to such filing) enable the public resale on a delayed or continuous basis and shall use its reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf will not be "reviewed" or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein by the Purchaser. For purposes of this Agreement, “Registrable Securities” means the Shares held by the Purchaser including, without limitation, any shares of Common Stock issued or distributed in respect of any such Shares by way of stock dividend, stock split or distribution, or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise, but excluding shares of Common Stock acquired in the open market before or after the date hereof, provided, however, that the Shares will cease to be “Registrable Securities” when (a) the Shares have been sold pursuant to an effective registration statement or (b) the Shares proposed to be sold by Purchaser, in the opinion of counsel satisfactory to the Company, may be distributed to the public without any method limitation pursuant to Rule 144 of the Securities Act (or combination of methods legally available to, any successor provision then in effect). “Reporting Period” means the period commencing on the Closing Date and requested by, any Holder named thereinending on the date that all the Shares cease to be Registrable Securities. The Company shall use its commercially reasonable efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as reasonably practicable after filing; provided, however the Company shall not be required to include or incorporate by reference into its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 the information required by Part III of Form 10-K until the date that is 120 days after the end of the Company’s fiscal year ended December 31, 2022. The Company shall maintain a Shelf the effectiveness of such Resale Registration Statement (or any replacement Resale Registration Statement) with respect to the Registrable Securities in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with hereof for a period ending on the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit date on which all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until covered by such time as there are no longer any Resale Registration Statement have been sold pursuant to such Resale Registration Statement or have otherwise ceased to be Registrable Securities. In Subject to any comments from the event staff of the Company files a Form S-1 ShelfSEC (the “Staff”), such Resale Registration Statement shall include the Company plan of distribution attached hereto as Exhibit B; provided, however, that no Purchaser shall use its reasonable best efforts to convert be named as an “underwriter” in the Form S-1 Shelf (and Resale Registration Statement without the Purchaser’s prior written consent. Such Resale Registration Statement shall not include any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after shares of Common Stock or other securities for the Company is eligible to use Form S-3.account of any other holder without the prior written consent of the Purchaser. 3.2

Resale Registration Statement. As soon as practicable but no later than forty-five (45a) calendar days following Purchaser shall prepare and, within 45 Business Days of the Closing (Date, file with the “Filing Date”), the Company shall file SEC a Registration Statement for a Shelf Registration registration statement on Form S-3 (the “Form S-3 Shelf”) S-3, or, if the Company such registration statement is ineligible to use a Form S-3 Shelfnot available, a Registration Statement such other form as may provide for a Shelf Registration on Form S-1 registered resale, under the Securities Act (together with all amendments or supplements thereto, and all information incorporated by reference therein, the “Form S-1 ShelfRegistration Statement”), in each case, covering the resale of all the Closing Shares issued and Earnout Shares issuable pursuant to Section 2.5 of this Agreement (“Registrable Securities (determined Securities”). Purchaser will use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as reasonably practicable following the filing of two business days prior to such filing) on a delayed or continuous basis the Registration Statement and shall use its reasonable best efforts to have such Shelf declared cause the Registration Statement to be maintained effective as soon as practicable after until the filing thereof and no later than the earlier earliest to occur of (xi) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf and (y) the tenth (10th) business day after sixth anniversary of the date the Company is notified in writing by Registration Statement has first become effective, or (ii) the SEC date that such Shelf will not be "reviewed" or will not be subject to further review. Such Shelf shall provide for the resale all of the Registrable Securities included therein 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 method restrictions (including as to volume or combination manner of methods legally available tosale), including preparing and requested by, filing any Holder named therein. The Company shall use commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the SEC such amendments, including post-effective amendments, and prospectus supplements as may be necessary reasonably requested by Seller or required by the rules, regulations or instructions applicable to keep a Shelf continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of registration form used by Purchaser or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such time as there Registration Statement are no longer sold. Purchaser shall, at least three (3) days prior to the filing of the Registration Statement or any Registrable Securities. In the event the Company files amendment or supplement thereto, Purchase shall furnish a Form S-1 Shelf, the Company shall use its reasonable best efforts copy thereof to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3Seller.