Common use of Resale Registration Statement Clause in Contracts

Resale Registration Statement. Within 21 days following the Company’s next underwritten public offering or 90 days following the date that the Company’s current financing plan is terminated (the “Resale Date”) the Company shall file, and thereafter use its reasonable best efforts to effect the registration, qualification and compliance (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) to permit or facilitate the sale and distribution of all of the Common Stock and Underlying Shares no later than ninety (90) days after the Resale Date (such registration statement, the “Resale Registration Statement”); provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (b) If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in the Resale Registration Statement or otherwise required to be obtained by the Company for purposes of preparing and filing the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective by the Commission, the Company shall use best efforts to keep the Resale Registration Statement registering the resale of the Underlying Shares effective during the period beginning on its effective date until the earliest of (i) such time as all of the Common Stock and Underlying Shares shall have been sold, (ii) at least two years have passed since the Closing, and (iii) such time as all Underlying Shares may be sold under Rule 144. For the avoidance of doubt, a Purchaser may only exercise such resale registration rights once.

Resale Registration Statement. Within 21 days following (a) The Company shall prepare and file with the Company’s next underwritten public Commission the Registration Statement, which shall be a “resale” registration statement providing for the resale of the Registrable Securities pursuant to an offering or 90 days following the date that the Company’s current financing plan is terminated to be made on a continuous basis under Rule 415 (the “Resale DateRegistrable Securities”) ). The Registration Statement shall be on Form S-1 and shall cover to the Company shall file, and thereafter use its reasonable best efforts to effect the registration, qualification and compliance (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued extent allowable under the Securities Act and the rules promulgated thereunder, such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions of and/or from the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any other governmental requirements event prior to the applicable Effectiveness Date, and to keep the Registration Statement continuously effective under the Securities Act until the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or regulations(y) the date on which the Registrable Securities may be sold without restriction pursuant to permit or facilitate Rule 144, as determined by counsel satisfactory to the sale Company in a written opinion addressed to the Company and distribution of all its transfer agent (the “Effectiveness Period”). The Company shall request that the effective time of the Common Stock and Underlying Shares no later than ninety (90) days after Registration Statement shall be 5:00 p.m. Eastern Time on the Resale Date (such registration statement, the “Resale Registration Statement”); provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in date on which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; orit becomes effective. (b) If a Purchaser fails In the event that, due to cooperate in providing the Company with all information reasonably required to be included in the Resale Registration Statement or otherwise required to be obtained by the Company for purposes of preparing and filing the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective limits imposed by the Commission, the Company shall use best efforts to keep is unable on the Resale Registration Statement registering to register for resale under Rule 415 of Regulation C under the resale of the Underlying Shares effective during the period beginning on its effective date until the earliest of (i) such time as Securities Act all of the Common Stock and Underlying Shares Registrable Securities that it has agreed to file pursuant to the first sentence of Section 2(a), the Company shall have been sold, include in the Registration Statement (ii) at least two years have passed since the Closing, and (iii) such time as all Underlying Shares which may be sold under a subsequent Registration Statement if the Company is required, or determines that it is desirable, to withdraw the original Registration Statement and file a new Registration Statement in order to rely on Rule 144. For 415 with respect to the avoidance full such amount of doubt, a Purchaser may only exercise such resale registration rights oncethe Registrable Securities permitted by the Commission.

Resale Registration Statement. Within 21 days following the Company’s next underwritten public offering or 90 days following the date that the Company’s current financing plan is terminated (the “Resale Date”) the The Company shall file, within 45 days after the Closing, and thereafter use its commercially reasonable best efforts to effect the registration, qualification and compliance (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) to permit or facilitate the sale and distribution of all of the Common Stock and Underlying Shares no later than ninety (90) 120 days after the Resale Date Closing (such registration statement, the “Resale Registration Statement”); provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (b) if the Company shall furnish to the Purchasers a certificate, signed by the Chairman of the Board of the Company, stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its stockholders for the Resale Registration Statement to be filed at such time, then the Company’s obligation to commence the actions described in this Section 4.1(b) shall be deferred for a period not to exceed 90 days from the date of such certificate; provided, however, that the Company may not utilize this right more than once; or (bc) If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in the Resale Registration Statement or otherwise required to be obtained by the Company for purposes of preparing and filing the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective by the Commission, the Company shall use best efforts to keep the Resale Registration Statement registering the resale of the Underlying Shares effective during the period beginning on its effective date until the earliest earlier of (i) such time as all of the Common Stock and Underlying Shares shall have been sold, sold or (ii) no Conversion Shares issued or issuable upon conversion of the Preferred Stock remain unsold and at least two years have passed since the ClosingClosing (such earlier time, and (iii) such time as all Underlying Shares may be sold under Rule 144. For the avoidance of doubt, a Purchaser may only exercise such resale registration rights once“Registration Expiration”).

Resale Registration Statement. Within 21 (a) As soon as practicable (and in any event within one hundred and twenty (180) calendar days following the Company’s next underwritten public offering or 90 days following of the date that on which the Company’s current financing plan is terminated Initial Public Offering closes (the “Resale Filing Date”) )), the Company shall file, and thereafter use its reasonable best efforts to effect the registration, qualification and compliance file a registration statement on Form S-1 (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) to permit or facilitate the sale and distribution of all of the Common Stock and Underlying Shares no later than ninety (90) days after the Resale Date (such registration statement, the “Resale Registration Statement”); provided) providing for the resale by the Purchasers of the Conversion Shares and the Consideration Shares or shall include such Conversion Shares and Consideration Shares in any other registration statement on Form S-1 filed by the Company. The Company shall use commercially reasonable efforts to cause such registration to become effective within sixty (60) days following the Filing Date (unless the Commission notified the Company that it will perform a “full” review of the Resale Registration Statement, however, that in which case the Company shall not 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 obligated to take required) until no Purchaser owns any action to effect Notes and Conversions Shares issuable upon conversion of the Notes or any such registration, qualification or compliance: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; orConsideration Shares. (b) If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in If: (i) the Resale Registration Statement is not filed on or otherwise required prior to be obtained by its Filing Date, (ii) if the Company fails to file with the Commission a request for purposes acceleration of preparing and filing the Resale Registration Statement and any amendments thereto; providedin accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, howeverwithin five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such failure shall Resale Registration Statement will not affect be “reviewed” or will not be subject to further review, or (iii) a Resale Registration Statement registering for resale all of the Company’s obligations with respect Securities to any Underlying Shares of any other Purchasers. Once be registered thereunder (the “Registrable Securities”) is not declared effective by the CommissionCommission by the Effectiveness Date, or (iv) after the effective date of the Resale Registration Statement, such 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 12-month period (any such failure or 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 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 use best efforts pay to keep each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the Resale Registration Statement registering product of 2.0% multiplied by the resale 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 8% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Underlying Shares effective during Holder, accruing daily from the period beginning 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 its effective date until a daily pro rata basis for any portion of a month prior to the earliest cure of (i) such time as all of the Common Stock and Underlying Shares shall have been sold, (ii) at least two years have passed since the Closing, and (iii) such time as all Underlying Shares may be sold under Rule 144. For the avoidance of doubt, a Purchaser may only exercise such resale registration rights oncean Event.

Resale Registration Statement. Within 21 As soon as practicable but no later than forty-five (45) calendar days following the Company’s next underwritten public offering or 90 days following the date that the Company’s current financing plan is terminated Closing (the “Resale Filing Date”) ), the Company shall filefile 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 thereafter shall use its reasonable best efforts to effect have such Shelf declared effective as soon as practicable after the registrationfiling 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, qualification and compliance (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 without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate 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 applicable regulations issued under the provisions of the Securities Act and until such time as there are no longer any other governmental requirements or regulations) to permit or facilitate Registrable Securities. In the sale and distribution of all of the Common Stock and Underlying Shares no later than ninety (90) days after the Resale Date (such registration statement, the “Resale Registration Statement”); provided, however, that event the Company shall not be obligated to take any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in which the Company would be required to execute files a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (b) If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in the Resale Registration Statement or otherwise required to be obtained by the Company for purposes of preparing and filing the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective by the CommissionForm S-1 Shelf, the Company shall use its reasonable best efforts to keep convert the Resale Registration Statement registering Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the resale of the Underlying Shares effective during the period beginning on its effective date until the earliest of (i) such time as all of the Common Stock and Underlying Shares shall have been sold, (ii) at least two years have passed since the Closing, and (iii) such time as all Underlying Shares may be sold under Rule 144. For the avoidance of doubt, a Purchaser may only exercise such resale registration rights onceCompany is eligible to use Form S-3.

Resale Registration Statement. Within 21 days following As soon as practicable after receipt of the Company’s next underwritten public offering or 90 days following the date that the Company’s current financing plan is terminated (the “Resale Date”) Shareholder Approval, the Company shall file, and thereafter use its commercially reasonable best efforts to effect the registration, qualification and compliance (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) to permit or facilitate the sale and distribution of all of the Common Stock and Underlying Shares no later than ninety (90) days after the Resale Date (such registration statement, the “Resale Registration Statement”); provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance: (a) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (b) If the Company shall furnish to the Purchasers a certificate, signed by the Chairman of the Board of the Company, stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its shareholders for the Resale Registration Statement to be filed at such time, then the Company’s obligation to commence the actions described in this Section 4.2(b) shall be deferred for a period not to exceed 90 days from the date of such certificate; provided, however, that the Company may not utilize this right more than once; or (bc) If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in the Resale Registration Statement or otherwise required to be obtained by the Company for purposes of preparing and filing the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective by the Commission, the Company shall use best efforts to keep the Resale Registration Statement registering the resale of the Underlying Shares effective during the period beginning on its effective date until the earliest earlier of (i) such time as all of the Common Stock and Underlying Shares shall have been sold, sold or (ii) no Conversion Shares issued or issuable upon conversion of the Preferred Stock remain unsold and at least two years have passed since the Closing, and (iii) such time as all Underlying Shares may be sold under Rule 144. For the avoidance of doubt, a Purchaser may only exercise such resale registration rights once.

Resale Registration Statement. Within 21 days following the Company’s next underwritten public offering or 90 days following the date that the Company’s current financing plan is terminated (the “Resale Date”) the Company shall file, and thereafter use its reasonable best efforts to effect the registration, qualification and compliance (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) to permit or facilitate the sale and distribution of all of the Common Stock and Underlying Shares no Not later than ninety thirty (9030) days after the Resale Date Series A Preferred Stock Issuance, the Company shall file with the SEC a Registration Statement (such registration statement, the “Resale Registration Statement”); provided) registering for resale at prevailing market prices all of the Registrable Securities. The Company shall use its best efforts to obtain effectiveness of the Registration Statement with respect to all Registrable Securities as soon thereafter as is practicable, howeverand 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 not be obligated to take for any action to effect any such registration, qualification or compliancereason fail to: (ai) in any particular jurisdiction in which file with the Company would be required to execute a general consent to service SEC the initial Resale Registration Statement within thirty (30) days after the date of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by Series A Preferred Stock Issuance (the Securities Act“Required Filing Date”); or (bii) If a Purchaser fails cause such Resale Registration Statement to cooperate 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 providing either such event, the Company with all information reasonably required shall pay to the Investors a cash amount that shall be included in 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 otherwise required to be obtained by part thereof) following the Company for purposes of preparing and filing Required Effective Date that the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once have been declared effective by the CommissionSEC (the “Late Registration Payment”). 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 have complied with the provisions of this Section 5b. Notwithstanding the foregoing, the aggregate amount of the Late Registration Payment shall 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). 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. 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 statutory underwriter, then and in such event the Company may reduce the number of shares being registred under such Resale Registration Statement in order to avoid such statutory underwriter designation (if possible), or, at the request of the holders of a majority of the Registrable Securities, the Company shall use best efforts to keep the reduce or withdraw such Resale Registration Statement registering the resale of the Underlying Shares effective during the period beginning on its effective date until the earliest of (i) such time Statement, as all of the Common Stock and Underlying Shares shall have been sold, (ii) at least two years have passed since the Closing, and (iii) such time as all Underlying Shares may be sold under Rule 144. For the avoidance of doubt, a Purchaser may only exercise such resale registration rights onceapplicable.

Resale Registration Statement. Within 21 days As promptly as possible but in no event more than three (3) months following the Company’s next underwritten public offering or 90 days following Effective Time of the date that the Company’s current financing plan is terminated (the “Resale Date”) Merger, the Company shall filefile with the SEC, and thereafter use its reasonable best efforts to effect or have filed with the registrationSEC, qualification and compliance a resale registration statement (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) to permit or facilitate the sale and distribution of all of the Common Stock and Underlying Shares no later than ninety (90) days after the Resale Date (such registration statement, the “Resale Registration Statement”); provided, however, that ) pursuant to Rule 415 under the Securities Act pursuant to which all of the Registrable Securities shall be included (on the initial filing or by supplement thereto) to enable the public resale on a delayed or continuous basis of the Registrable Securities by the Holders. The Company shall not be obligated to take any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (b) If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in file the Resale Registration Statement or otherwise required to be obtained by on such form as the Company for purposes may then utilize under the rules of preparing the SEC and use its commercially reasonable efforts to have such Resale Registration Statement declared effective under the Securities Act no later than six (6) months following the Effective Time of the Merger. The Company agrees to use its commercially reasonable efforts to maintain the effectiveness of the Resale Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing new registration statements relating to the Registrable Securities covered by such Resale Registration Statement as required by Rule 415 under the Securities Act, continuously until the date that is the earlier of (i) two (2) years following the date of effectiveness of such Resale Registration Statement, or (ii) the date that is the earlier of (A) the date that all Registrable Securities covered by the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective by the Commission, the Company shall use best efforts to keep the Resale Registration Statement registering the resale of the Underlying Shares effective during the period beginning on its effective date until the earliest of (i) such time as all of the Common Stock and Underlying Shares shall have been sold, (ii) at least two years have passed since the Closing, and (iii) such time as all Underlying Shares may be sold by Holders under Rule 144. For , and without the avoidance of doubtrequirement for the Company to be in compliance with the current public information requirements under Rule 144(c)(1) (or Rule 144(i)(2), a Purchaser may only exercise such resale registration rights onceif applicable) or (B) the date on which the Holders no longer hold any Registrable Securities.

Resale Registration Statement. Within 21 (a) As soon as reasonably practicable after the Effective Date but not later than the earlier of (i) 150 days following the Company’s next underwritten Effective Date or (ii) parent's public offering or 90 days following release of its financial results for the date that third quarter of 1998, Parent shall prepare and file with the Company’s current financing plan is terminated (the “Resale Date”) the Company shall file, and thereafter use its reasonable best efforts to effect the registration, qualification and compliance (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky SEC a Registration Statement on Form S-3 or other state securities laws and appropriate compliance with applicable regulations issued form pursuant to Rule 415 under the Securities Act and any Act, or other governmental requirements or regulations) to permit or facilitate the sale and distribution of all similar rule of the SEC covering the resale by the Stockholders of 50% of the shares of Parent Common Stock and Underlying Shares no later than ninety issued to them in connection with the Merger (90) days after the Resale Date (such registration statement, the “"Resale Registration Statement”"); provided. The Company shall, howeverpromptly after any request by Parent, that the Company shall not be obligated furnish to take any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction Parent all financial statements and except other information as may be required requested by Parent in connection with preparation and filing of the Securities Act; or (b) If a Purchaser fails Resale Registration Statement. Parent shall use all commercially reasonable efforts to cooperate in providing the Company with all information reasonably required to be included in cause the Resale Registration Statement or otherwise required to be obtained by the Company for purposes of preparing and filing the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective by the Commission, the Company shall use best efforts and to keep the Resale Registration Statement registering continuously effective for a period of two years following the resale Closing Date, or, if sooner, until the date on which the Stockholders have disposed of such 50% of the Underlying Shares effective shares of Parent Common Stock issued to them in connection with the Merger. Parent further agrees, if necessary during the period beginning on its effective date until time that the earliest Resale Registration Statement is required to be maintained effective, to amend or supplement the Resale Registration Statement when required by the 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 Stockholder such number of (i) such time as all 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 Stockholder may reasonably request in writing in order to facilitate the disposition of the 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 time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement to such prospectus or an amendment of the Resale Registration Statement necessary in order to maintain the effectiveness of the Resale Registration Statement and Underlying Shares shall have been sold, (ii) at least two years have passed since to ensure that such prospectus 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 Closingstatements 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. (iiid) Each Stockholder 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 time Stockholder will treat such information as all Underlying Shares may be sold under Rule 144. For confidential, will immediately discontinue the avoidance disposition of doubt, a Purchaser may only exercise such resale registration rights once.Registered

Resale Registration Statement. Within 21 days following the Company’s next underwritten public offering or 90 days following the date that the Company’s current financing plan is terminated (the “Resale Date”) the The Company shall file, within 90 days after the final Closing Date, and thereafter use its commercially reasonable best efforts to effect the registration, qualification and compliance (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) to permit or facilitate the sale and distribution of all of the Common Stock and Underlying Shares no later than ninety (90) 180 days after the Resale Date Closing (such registration statement, the “Resale Registration Statement”); provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (b) if the Company shall furnish to the Purchasers a certificate, signed by the Chairman of the Board of the Company, stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its stockholders for the Resale Registration Statement to be filed at such time, then the Company’s obligation to commence the actions described in this Section 4.4 shall be deferred for a period not to exceed 90 days from the date of such certificate; provided, however, that the Company may not utilize this right more than once; or (bc) If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in the Resale Registration Statement or otherwise required to be obtained by the Company for purposes of preparing and filing the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective by the Commission, the Company shall use best efforts to keep the Resale Registration Statement registering the resale of the Underlying Shares effective during the period beginning on its effective date until the earliest of (i) such time as all of the Common Stock and Underlying Shares shall have been sold, (ii) at least two years have passed since the Closing, and (iii) such time as all Common Stock and Underlying Shares may be sold under Rule 144. For the avoidance of doubt, a Purchaser may only exercise such resale registration rights once.

Resale Registration Statement. Within 21 (A) Buyer shall prepare and file with the SEC, as soon as reasonably practicable but in no event later than four (4) business days following the Company’s next underwritten public offering or 90 days following after the date that hereof, a Registration Statement on Form S-3 covering the Company’s current financing plan is terminated 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 other information as may be requested by Buyer in connection with preparation and filing of the Resale Date”) the Company Registration Statement. Buyer shall file, and thereafter use its all commercially reasonable best efforts to effect cause the registration, qualification Resale Registration Statement to be declared effective (and compliance (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) to permit or facilitate the sale and distribution of all of the Common Stock and Underlying Shares no later than ninety Seller to sell pursuant thereto) within fifteen (9015) days after the Resale Date (such registration statementClosing Date, the “Resale Registration Statement”); provided, however, including public disclosure of any material information necessary to ensure that the Company shall Registration Statement will not be obligated contain an untrue statement of a material fact or omit to take state any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (b) If a Purchaser fails to cooperate in providing the Company with all information reasonably material fact required to be included in stated therein or necessary to make the Resale Registration Statement or otherwise required statements therein not misleading (including any material nonpublic information disclosed by Buyer to be obtained by the Company for purposes of preparing Seller), and filing the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective by the Commission, the Company shall use best efforts to keep the Resale Registration Statement registering continuously effective until the resale date on which Seller may dispose of all remaining shares of Kellwood Common Stock issued in connection with the transactions contemplated hereby without a 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, to amend or supplement the Resale Registration Statement when required by the registration form, by the instructions applicable to such form, or by the Securities 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 the Other Transaction Disclosure, will prepare and file a Form 8-K disclosing the transactions contemplated thereby (including a copy of the Underlying Shares effective during the period beginning on its effective date until the earliest of (i) such time as all of the Common Stock and Underlying Shares shall have been sold, (ii) at least two years have passed since the Closing, and (iii) such time as all Underlying Shares may be sold under Rule 144. For the avoidance of doubt, a Purchaser may only exercise such resale registration rights onceacquisition agreement related thereto).

Resale Registration Statement. 9.1 Within 21 30 days following the Company’s next underwritten public offering or 90 days following the date that the Company’s current financing plan is terminated (the “Resale Closing Date”) , the Company shall file(a) file with the SEC, and thereafter use its reasonable best efforts to effect or (b) have filed with the registrationSEC, qualification and compliance a Resale Registration Statement (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) to permit or facilitate the sale and distribution of all of the Common Stock and Underlying Shares no later than ninety (90) days after the Resale Date (such registration statement, the “Resale Registration Statement”); provided, however, that ) pursuant to Rule 415 under the Securities Act pursuant to which all of the Shares and Warrant Shares (the “Registrable Securities”) shall be included (on the initial filing or by supplement thereto) to enable the public resale on a delayed or continuous basis of the Registrable Securities by the Purchaser. The Company shall not be obligated to take any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (b) If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in file the Resale Registration Statement or otherwise required to be obtained by on such form as the Company for purposes may then utilize under the rules of preparing the SEC and filing use its commercially reasonable efforts to have the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective by under the CommissionSecurities Act as soon as practicable, but in no event more than sixty (60) days following the initial filing of the Registration Statement. The Company shall agrees to use best its commercially reasonable efforts to keep maintain the effectiveness of the Resale Registration Statement registering Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing new registration statements relating to the resale of Registrable Securities as required by Rule 415 under the Underlying Shares effective during the period beginning on its effective date Securities Act, continuously until the earliest date (the “Resale Registration Expiration Date”) that is the earlier of (i) such time as all five (5) years following the date of effectiveness of the Common Stock and Underlying Shares shall have been soldResale Registration Statement, or (ii) at least two years have passed since the Closingdate on which the Purchaser no longer holds any Registrable Securities covered by such Resale Registration Statement. 9.2 Upon the effectiveness of the Resale Registration Statement, the Company shall, within 5 Business Days of such date, issue to the Purchaser (and (iiiAllocated Purchasers, if any) such time as all Underlying Shares may Securities free from any restrictive legends, or cause appropriate book entry or other electronic changes to be sold under Rule 144. For made to the avoidance Securities to reflect that they are free of doubt, a Purchaser may only exercise such resale registration rights oncerestrictive legends.