Common use of Resale Registration Statement Clause in Contracts

Resale Registration Statement. The Company shall (subject to Section 2(b)) use commercially reasonable efforts to: (i) cause to be filed with the U.S. Securities and Exchange Commission (the “SEC”) as soon as reasonably practicable, but in no event later than forty-five days (45) days after the date hereof (the “Resale Filing Deadline”), a registration statement pursuant to Rule 415 under the Securities Act (defined in Section 2(g) ) (the “Resale Registration Statement”), which Resale Registration Statement shall provide for resales and Transfers (defined in Section 2(g) ) of all Registrable Securities (defined in Section 2(g) ) by the Holders (defined in Section 2(g) ) as permitted by such Rule 415; (ii) cause the Resale Registration Statement to be declared effective by the SEC at the earliest practicable time, but in no event later than the earlier to occur of (i) if the SEC notifies the Company that it does not intend to review the Resale Registration Statement, ten (10) days after the Company receives such notice from the SEC; or (ii) if the SEC notifies the Company that it intends to review the Resale Registration Statement, one-hundred fifty (150) days after Resale Filing Deadline (or if such day is not a Business Day, the next succeeding Business Day, the “Resale Effective Deadline”); (iii) in connection with the foregoing, file all pre-effective amendments to the Resale Registration Statement as may be necessary in order to cause such Resale Registration Statement to become effective and, if applicable, a post-effective amendment to the Resale Registration Statement pursuant to Rule 430A under the Securities Act; and (iv) cause the Resale Registration Statement to remain Continuously Effective (defined in Section 2(g)), supplemented and amended as required by the provisions of Section 2(c) to the extent necessary to ensure that it is available for resales and Transfers of Registrable Securities by the Holders, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from time to time, for a period beginning on the Resale Effective Deadline and continuing through the earliest to occur of (A) the date no shares of Common Stock qualify as Registrable Securities, (B) the date on which all of the Registrable Securities may be sold in a single transaction by the Holder to the public pursuant to Rule 144 or any similar rule promulgated by the SEC pursuant to the Securities Act permitting the resale of restricted securities without the necessity of a registration statement under the Securities Act or (C) the date upon which the Investors have Transferred all of the Registrable Securities.

Resale Registration Statement. The Company shall As soon as reasonably practicable following the issuance of the Shares, but in any event within sixty (subject to Section 2(b)60) use commercially reasonable efforts to: (i) cause to be filed with days following the U.S. Securities and Exchange Commission issuance of the Shares (the “SEC”) as soon as reasonably practicable, but in no event later than forty-five days (45) days after the date hereof (the “Resale Filing Deadline”), the Company shall file with the Securities and Exchange Commission a registration statement on Form S-1 or Form S-3 pursuant to Rule 415 under the Securities Act (defined in Section 2(g) ) (the “Resale Registration Statement”), which Resale Registration Statement shall provide for resales and Transfers (defined in Section 2(g) ) of all Registrable Securities (defined in Section 2(g) ) by the Holders (defined in Section 2(g) ) as permitted by such Rule 415; (ii) cause the Resale Registration Statement to be declared effective by the SEC at the earliest practicable time, but in no event later than the earlier to occur of (i) if the SEC notifies the Company that it does not intend to review the Resale Registration Statement, ten (10) days after the Company receives such notice from the SEC; or (ii) if the SEC notifies the Company that it intends to review the Resale Registration Statement, one-hundred fifty (150) days after Resale Filing Deadline (or if such day is not a Business Day, the next succeeding Business Day, the “Resale Effective Deadline”); (iii) in connection with the foregoing, file all pre-effective amendments to the Resale Registration Statement as may be necessary in order to cause such Resale Registration Statement to become effective and, if applicable, a post-effective amendment to the Resale Registration Statement pursuant to Rule 430A under the Securities Act; and (iv) cause the Resale Registration Statement Act of 1933, as amended, pursuant to remain Continuously Effective (defined in Section 2(g)), supplemented and amended as required by the provisions of Section 2(c) to the extent necessary to ensure that it is available for resales and Transfers of Registrable Securities by the Holders, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from time to time, for a period beginning on the Resale Effective Deadline and continuing through the earliest to occur of (A) the date no shares of Common Stock qualify as Registrable Securities, (B) the date on which all of the Registrable Securities (as defined below) shall be registered to enable the public resale on a delayed or continuous basis of the Registrable Securities 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 sold in a single transaction by the Holder distributed to the public without any limitation pursuant to Rule 144 or any similar rule promulgated by the SEC pursuant to of the Securities Act permitting (or any successor provision then in effect). “Reporting Period” means the resale of restricted securities without period commencing on the necessity of a registration statement Closing Date and ending 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 (C) 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 upon which that is 120 days after the Investors have Transferred all end of the Company’s fiscal year ended December 31, 2022. The Company shall maintain 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 for a period ending on the date on which all Registrable Securities covered by such Resale Registration Statement have been sold pursuant to such Resale Registration Statement or have otherwise ceased to be Registrable Securities. Subject to any comments from the staff of the SEC (the “Staff”), such Resale Registration Statement shall include the plan of distribution attached hereto as Exhibit B; provided, however, that no Purchaser shall be named as an “underwriter” in the Resale Registration Statement without the Purchaser’s prior written consent. Such Resale Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Purchaser.

Resale Registration Statement. If an IPO Registration Statement has not been declared effective with respect to all of the Registrable Shares by the first anniversary of the Effective Date, then, within 60 days following such anniversary date, the Company will prepare and file with the Commission a Resale Registration Statement with respect to the Registrable Shares not included in an effective IPO Registration Statement. The Company shall (subject to Section 2(b)) will then use its commercially reasonable efforts to: (i) to cause to be filed with the U.S. Securities and Exchange Commission (the “SEC”) as soon as reasonably practicable, but in no event later than forty-five days (45) days after the date hereof (the “Resale Filing Deadline”), a registration statement pursuant to Rule 415 under the Securities Act (defined in Section 2(g) ) (the “Resale Registration Statement”), which Resale Registration Statement shall provide for resales and Transfers (defined in Section 2(g) ) of all Registrable Securities (defined in Section 2(g) ) by the Holders (defined in Section 2(g) ) as permitted by such Rule 415; (ii) cause the Resale Registration Statement to be declared effective by (the SEC at “Registration Effectiveness Date”) within 120 days after the earliest practicable timeinitial filing of the Resale Registration Statement. Notwithstanding the foregoing, but in no the event later than that the earlier Commission Staff should limit the number of Registrable Securities that may be sold pursuant to occur of (i) if the SEC notifies the Company that it does not intend to review the Resale Registration Statement, ten (10) days after the Company receives such notice may remove from the SEC; or (ii) if the SEC notifies the Company that it intends to review the Resale Registration Statement, one-hundred fifty (150) days after Resale Filing Deadline (or if such day is not a Business Day, the next succeeding Business Day, the “Resale Effective Deadline”); (iii) in connection with the foregoing, file all pre-effective amendments to the Resale Registration Statement as may be necessary in order to cause such Resale Registration Statement to become effective and, if applicable, a post-effective amendment to the Resale Registration Statement pursuant to Rule 430A under the Securities Act; and (iv) cause the Resale Registration Statement to remain Continuously Effective (defined in Section 2(g)), supplemented and amended as required by the provisions of Section 2(c) to the extent necessary to ensure that it is available for resales and Transfers number of Registrable Securities as specified by the Holders, and to ensure that it conforms with Staff first from the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from time to time, for a period beginning on the Resale Effective Deadline and continuing through the earliest to occur of (A) the date no shares of Common Stock qualify as issued or issuable upon exercise of the Placement Agent Warrants, if any, on a pro rata basis among the Holders thereof, and second from the other Registrable Securities, on a pro rata basis among the Holders thereof (B) such Registrable Securities, the date on which all “Reduction Securities”). In such event, the Company shall give the Holders prompt notice of the number of Registrable Securities may be sold in a single transaction excluded therefrom. The Company shall use its commercially reasonable efforts at the first opportunity permitted by the Holder Commission to register for resale the public pursuant to Rule 144 Reduction Securities (on a pro rata basis among the Holders of such Reduction Securities, as needed) using one or any similar rule promulgated by the SEC pursuant to the Securities Act permitting the resale of restricted securities without the necessity of a more registration statement under the Securities Act or (C) the date upon which the Investors have Transferred all of the Registrable Securitiesstatement.

Resale Registration Statement. The Within 45 days following the date of the Final Closing, the Company shall (subject to Section 2(b)a) use commercially reasonable efforts to: file with the SEC, or (ib) cause to be have filed with the U.S. Securities and Exchange Commission (the “SEC”) as soon as reasonably practicable, but in no event later than forty-five days (45) days after the date hereof a Resale Registration Statement (the “Resale Filing DeadlineRegistration Statement”), a registration statement ) pursuant to Rule 415 under the Securities Act (defined in Section 2(g) ) (the “Resale Registration Statement”), which Resale Registration Statement shall provide for resales and Transfers (defined in Section 2(g) ) of all Registrable Securities (defined in Section 2(g) ) by the Holders (defined in Section 2(g) ) as permitted by such Rule 415; (ii) cause the Resale Registration Statement to be declared effective by the SEC at the earliest practicable time, but in no event later than the earlier to occur of (i) if the SEC notifies the Company that it does not intend to review the Resale Registration Statement, ten (10) days after the Company receives such notice from the SEC; or (ii) if the SEC notifies the Company that it intends to review the Resale Registration Statement, one-hundred fifty (150) days after Resale Filing Deadline (or if such day is not a Business Day, the next succeeding Business Day, the “Resale Effective Deadline”); (iii) in connection with the foregoing, file all pre-effective amendments to the Resale Registration Statement as may be necessary in order to cause such Resale Registration Statement to become effective and, if applicable, a post-effective amendment to the Resale Registration Statement pursuant to Rule 430A under the Securities Act; and (iv) cause the Resale Registration Statement to remain Continuously Effective (defined in Section 2(g)), supplemented and amended as required by the provisions of Section 2(c) to the extent necessary to ensure that it is available for resales and Transfers of Registrable Securities by the Holders, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from time to time, for a period beginning on the Resale Effective Deadline and continuing through the earliest to occur of (A) the date no shares of Common Stock qualify as Registrable Securities, (B) the date on which all of the Registrable Securities may shall be sold in included (on the initial filing or by supplement thereto) to enable the public resale on a single transaction delayed or continuous basis of the Registrable Securities by the Holder to Holders. The Company shall file the public pursuant to Rule 144 or any similar rule promulgated by Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC pursuant and use its commercially reasonable efforts to have the Securities Act permitting the resale of restricted securities without the necessity of a registration statement Resale Registration Statement declared effective under the Securities Act as soon as practicable, but in no event more than 90 days following the initial filing of the Registration Statement. In the event the Company is notified by the SEC that the Resale Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall use its commercially reasonable efforts to have the Resale Registration Statement declared effective by the 5th trading day following the date on which the Company is so notified if such date precedes the dates otherwise required above. 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 as required by Rule 415 under the Securities Act, continuously until the date (the “Resale Registration Expiration Date”) that is the earlier of (i) three (3) years following the date of effectiveness of the Resale Registration Statement, or (Cii) the date upon on which the Investors have Transferred all of the Holders no longer hold any Registrable SecuritiesSecurities covered by such Resale Registration Statement.

Resale Registration Statement. As soon as reasonably practicable but no later than thirty (30) 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 F-1 (the “Form F-1 Shelf”) 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 efforts to have such Shelf declared effective as soon as practicable after the filing thereof. 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 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 (subject use its reasonable best efforts to Section 2(b)) use commercially reasonable efforts to: (i) cause to be filed maintain the Shelf in accordance with the U.S. Securities terms hereof, and Exchange Commission (the “SEC”) as soon as reasonably practicable, but in no event later than forty-five days (45) days after the date hereof (the “Resale Filing Deadline”), a registration statement pursuant shall use reasonable best efforts to Rule 415 under the Securities Act (defined in Section 2(g) ) (the “Resale Registration Statement”), which Resale Registration Statement shall provide for resales prepare and Transfers (defined in Section 2(g) ) of all Registrable Securities (defined in Section 2(g) ) by the Holders (defined in Section 2(g) ) as permitted by such Rule 415; (ii) cause the Resale Registration Statement to be declared effective by the SEC at the earliest practicable time, but in no event later than the earlier to occur of (i) if the SEC notifies the Company that it does not intend to review the Resale Registration Statement, ten (10) days after the Company receives such notice from the SEC; or (ii) if the SEC notifies the Company that it intends to review the Resale Registration Statement, one-hundred fifty (150) days after Resale Filing Deadline (or if such day is not a Business Day, the next succeeding Business Day, the “Resale Effective Deadline”); (iii) in connection file with the foregoingCommission such amendments, file all preincluding post-effective amendments to the Resale Registration Statement amendments, and supplements as may be necessary in order to cause such Resale Registration Statement keep the Shelf continuously effective, available for use to become effective and, if applicable, permit all Significant Shareholders and Founder Investors (or any permitted assign or transferee of the Founder Investor that becomes a post-effective amendment party to the Resale Registration Statement this Agreement pursuant to Rule 430A under the Section 8.02) named therein to sell their Registrable Securities Act; and (iv) cause the Resale Registration Statement to remain Continuously Effective (defined included therein and in Section 2(g)), supplemented and amended as required by compliance with the provisions of Section 2(c) to the extent necessary to ensure that it is available for resales and Transfers of Registrable Securities by the Holders, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC until such time as announced from time to time, for a period beginning on the Resale Effective Deadline and continuing through the earliest to occur of (A) the date there are no shares of Common Stock qualify as longer any Registrable Securities, (B) the date on which all of the Registrable Securities may be sold in a single transaction by the Holder to the public pursuant to Rule 144 or any similar rule promulgated by the SEC pursuant to the Securities Act permitting the resale of restricted securities without the necessity of a registration statement under the Securities Act or (C) the date upon which the Investors have Transferred all of the Registrable Securities.. Following

Resale Registration Statement. As soon as reasonably practicable but no later than thirty (30) 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 F-1 (the “Form F-1 Shelf”) 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 efforts to have such Shelf declared effective as soon as practicable after the filing thereof. 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 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 its reasonable best efforts to maintain the Shelf in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep the Shelf continuously effective, available for use to permit all Significant Shareholders and Founder Investors (subject or any permitted assign or transferee of the Founder Investor that becomes a party to this Agreement pursuant to Section 2(b)8.02) use commercially reasonable efforts to: (i) cause named therein to be filed sell their Registrable Securities included therein and in compliance with the U.S. provisions of the Securities and Exchange Commission Act until such time as there are no longer any Registrable Securities. Following the filing of a Form F-1 Shelf, the Company shall use its reasonable best efforts to register all of the Registrable Securities that are registered on a Shelf Registration on Form F-3 (the “SECForm F-3 Shelf”) as soon as reasonably practicable, but in no event later than forty-five days (45) days practicable after the date hereof (Company is eligible to use Form F-3. If during the “Resale Filing Deadline”)first year following the Closing, a registration statement pursuant Form F-1 Shelf has not been filed by the Company or if at any time when the Company is eligible to Rule 415 under use Form F-3 the Securities Act (defined in Section 2(g) ) (Company has not filed and maintained an effective Form F-3 Shelf, each Significant Shareholder and Founder Investor shall be permitted to request the “Resale Registration Statement”)Company, which Resale and the Company shall use reasonable best efforts, to file and maintain an effective Registration Statement shall provide for resales and Transfers (defined in Section 2(g) ) of all Registrable Securities (defined in Section 2(g) ) by the Holders (defined in Section 2(g) ) on Form F-1 or Form F-3, as permitted by such Rule 415; (ii) cause the Resale applicable. The Company undertakes to file a new, or supplement, or, if required, amend, any Registration Statement to be declared effective by the SEC at the earliest practicable time, but in no event later than the earlier to occur of add as a selling stockholder therein (i) if the SEC notifies the Company that it does not intend to review the Resale Registration Statementa party who receives, ten (10) days after the Company receives such notice from the SEC; or (ii) if the SEC notifies the Company that it intends to review the Resale Registration Statementwho will receive, one-hundred fifty (150) days after Resale Filing Deadline (or if such day is not a Business Day, the next succeeding Business Day, the “Resale Effective Deadline”); (iii) in connection with the foregoing, file all pre-effective amendments to the Resale Registration Statement as may be necessary in order to cause such Resale Registration Statement to become effective and, if applicable, a post-effective amendment to the Resale Registration Statement Registrable Securities pursuant to Rule 430A a Founder Investor’s exercise of its rights under the Securities Act; and (ivSection 6.01(a) cause the Resale Registration Statement to remain Continuously Effective (defined in or Section 2(g)), supplemented and amended as required by the provisions of Section 2(c) to the extent necessary to ensure that it is available for resales and Transfers of Registrable Securities by the Holders, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from time to time, for a period beginning on the Resale Effective Deadline and continuing through the earliest to occur of (A) the date no shares of Common Stock qualify as Registrable Securities, (B) the date on which all of the Registrable Securities may be sold in a single transaction by the Holder to the public pursuant to Rule 144 or any similar rule promulgated by the SEC pursuant to the Securities Act permitting the resale of restricted securities without the necessity of a registration statement under the Securities Act or (C) the date upon which the Investors have Transferred all of the Registrable Securities6.

Resale Registration Statement. The Company shall 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 (subject collectively, the "Registrable Shares") to Section 2(b)) be filed pursuant to the Registration Rights Agreement as soon as practicable following the date on which the Buyer is eligible to use such Form S-3, and in any event no later than January 15, 1997, and agrees to use commercially reasonable efforts to: to (i) cause to be filed with the U.S. Securities and Exchange Commission (the “SEC”) have such registration statement declared effective as soon as reasonably practicable, but in no event later than forty-five days (45) days after the date hereof (the “Resale Filing Deadline”), a registration statement pursuant to Rule 415 under the Securities Act (defined in Section 2(g) ) (the “Resale Registration Statement”), which Resale Registration Statement shall provide for resales practicable thereafter and Transfers (defined in Section 2(g) ) of all Registrable Securities (defined in Section 2(g) ) by the Holders (defined in Section 2(g) ) as permitted by such Rule 415; (ii) maintain the effectiveness of such registration statement until the earlier of three (3) years from the Closing Date and the date on which all Registrable Shares have been sold by Sellers; provided, however, that Buyer shall not be required to take any action to cause the Resale Registration Statement 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 earliest time the filing of such registration statement is undertaken or required to be undertaken, Buyer fails to qualify for use of Form S-3 for purposes of registering for resale the Registrable Shares, Buyer shall cause a registration statement on Form S-1 to be filed as soon as practicable time, but in no event later than the earlier thereafter and to occur of use commercially reasonable efforts to (i) if the SEC notifies the Company that it does not intend to review the Resale Registration Statement, ten (10) days after the Company receives have such notice from the SEC; or registration statement declared effective as soon as practicable and (ii) if maintain the SEC notifies effectiveness of such registration statement until the Company that it intends to review the Resale Registration Statement, one-hundred fifty (150) days after Resale Filing Deadline (or if such day is not a Business Day, the next succeeding Business Day, the “Resale Effective Deadline”); (iii) in connection with the foregoing, file all pre-effective amendments to the Resale Registration Statement as may be necessary in order to cause such Resale Registration Statement to become effective and, if applicable, a post-effective amendment to the Resale Registration Statement pursuant to Rule 430A under the Securities Act; and (iv) cause the Resale Registration Statement to remain Continuously Effective (defined in Section 2(g)), supplemented and amended as required by the provisions of Section 2(c) to the extent necessary to ensure that it is available for resales and Transfers of Registrable Securities by the Holders, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from time to time, for a period beginning on the Resale Effective Deadline and continuing through the earliest to occur earlier of (Aa) three (3) years from the date no shares of Common Stock qualify as Registrable SecuritiesClosing Date, (Bb) the date on which all Registrable Shares have been sold by Sellers and (c) the date as of the Registrable Securities may be sold in a single transaction by the Holder to the public pursuant to Rule 144 or any similar rule promulgated by the SEC pursuant to the Securities Act permitting the resale which Buyer qualifies for use of restricted securities without the necessity of Form S-3 and such registration statement shall have been converted into a registration statement under the Securities Act or (C) the date upon which the Investors have Transferred all of the Registrable Securities.on Form S-3. 40 -34-

Resale Registration Statement. The Company shall (subject to Section 2(b)) use commercially reasonable efforts to: (i) cause to be filed with the U.S. Securities and Exchange Commission (the “SEC”) as soon as reasonably practicable, but in no event later than forty-five days (45) days after the date hereof (the “Resale Filing Deadline”), a registration statement pursuant to Rule 415 under the Securities Act (defined in Section 2(g) )) (the “Resale Registration Statement”), which Resale Registration Statement shall provide for resales and Transfers (defined in Section 2(g) )) of all Registrable Securities (defined in Section 2(g) )) by the Holders (defined in Section 2(g) )) as permitted by such Rule 415; (ii) cause the Resale Registration Statement to be declared effective by the SEC at the earliest practicable time, but in no event later than the earlier to occur of (i) if the SEC notifies the Company that it does not intend to review the Resale Registration Statement, ten (10) days after the Company receives such notice from the SEC; or (ii) if the SEC notifies the Company that it intends to review the Resale Registration Statement, one-hundred fifty (150) days after Resale Filing Deadline (or if such day is not a Business Day, the next succeeding Business Day, the “Resale Effective Deadline”); (iii) in connection with the foregoing, file all pre-effective amendments to the Resale Registration Statement as may be necessary in order to cause such Resale Registration Statement to become effective and, if applicable, a post-effective amendment to the Resale Registration Statement pursuant to Rule 430A under the Securities Act; and (iv) cause the Resale Registration Statement to remain Continuously Effective (defined in Section 2(g)), supplemented and amended as required by the provisions of Section 2(c) to the extent necessary to ensure that it is available for resales and Transfers of Registrable Securities by the Holders, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from time to time, for a period beginning on the Resale Effective Deadline and continuing through the earliest to occur of (A) the date no shares of Common Stock qualify as Registrable Securities, (B) the date on which all of the Registrable Securities may be sold in a single transaction by the Holder to the public pursuant to Rule 144 or any similar rule promulgated by the SEC pursuant to the Securities Act permitting the resale of restricted securities without the necessity of a registration statement under the Securities Act or (C) the date upon which the Investors have Transferred all of the Registrable Securities.

Resale Registration Statement. The No later than thirty (30) days following the Exchange Effective Time, the Company shall (subject to Section 2(b)a) use commercially reasonable efforts to: file with the SEC, or (ib) cause to be have filed with the U.S. Securities and Exchange Commission SEC, a Registration Statement (the “SEC”) as soon as reasonably practicabletogether with any New Registration Statement (defined below), but in no event later than forty-five days (45) days after the date hereof (the “Resale Filing DeadlineRegistration Statement”), a registration statement ) pursuant to Rule 415 under the Securities Act pursuant to which all of the Registrable Securities shall be included (defined in Section 2(gon the initial filing or by supplement or amendment thereto) to enable the public resale on a delayed or continuous basis of the Registrable Securities by the Holders. The Company shall file the Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its commercially reasonable efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable. 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 one or more new Registration Statements (each, a “New Registration Statement”) relating to all of the Registrable Securities as required by Rule 415 under the Securities Act, continuously until the date (the “Resale Registration StatementExpiration Date”), which Resale Registration Statement shall provide for resales and Transfers (defined in Section 2(g) ) of all Registrable Securities (defined in Section 2(g) ) by the Holders (defined in Section 2(g) ) as permitted by such Rule 415; (ii) cause the Resale Registration Statement to be declared effective by the SEC at the earliest practicable time, but in no event later than that is the earlier to occur of (iA) if three (3) years following the SEC notifies date of effectiveness of the Company that it does not intend to review of the Resale Registration Statement, ten (10) days after the Company receives such notice from the SEC; or (ii) if the SEC notifies the Company that it intends to review the Resale Registration Statement, one-hundred fifty (150) days after Resale Filing Deadline (or if such day is not a Business Day, the next succeeding Business Day, the “Resale Effective Deadline”); (iii) in connection with the foregoing, file all pre-effective amendments to the Resale Registration Statement as may be necessary in order to cause such Resale Registration Statement to become effective and, if applicable, a post-effective amendment to the Resale Registration Statement pursuant to Rule 430A under the Securities Act; and (iv) cause the Resale Registration Statement to remain Continuously Effective (defined in Section 2(g)), supplemented and amended as required by the provisions of Section 2(c) to the extent necessary to ensure that it is available for resales and Transfers of Registrable Securities by the Holders, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from time to time, for a period beginning on the Resale Effective Deadline and continuing through the earliest to occur of (A) the date no shares of Common Stock qualify as Registrable Securities, (B) the date on which all of the no Holder holds any Registrable Securities may be sold covered by such Resale Registration Statement (treating any Registrable Securities held in a single transaction escrow pursuant to the Escrow Agreement as held by the Holder to the public pursuant to Rule 144 or any similar rule promulgated by the SEC pursuant to the Securities Act permitting the resale of restricted securities without the necessity of a registration statement under the Securities Act or (C) the date upon which the Investors have Transferred all of the Registrable Securitiesfor such purpose).