Common use of Resale Shelf Registration Statement Clause in Contracts

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file within ninety (90) days of the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file within ninety (90) days of the date hereof and use its commercially reasonable efforts to, (i) between the date that is 180 days after the Closing Date and the first anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser B and any Holder to cause whom Purchaser B transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, and (ii) between the date that is the end of 30 months after the Closing Date and the third anniversary of the Closing Date, register all of the Registrable Securities held by Purchaser A and any Holder to go whom Purchaser A transfers Registrable Securities in accordance with the terms of the Transaction Documents not already registered for resale, by an effective as promptly as practicable registration statement on a registration statement on Form F-3 or Form S-3 covering the sale or distribution from time to time by the relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders the relevant Holder in accordance with any reasonable method of distribution elected agreed by the HoldersCompany and such Holder) (the “Resale Shelf Registration Statement” ”) and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission SEC as promptly as is reasonably practicable after the filing thereof. Notwithstanding thereof and no later than ninety (90) days after the foregoing, if the Commission prevents the Company from including any or all date of the Registrable Securities on the filing of such Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in (it being agreed that the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company an automatic shelf registration statement that shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance become effective upon filing with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein SEC pursuant to Rule 462(e) if Rule 462(e) is available to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file within ninety (90) days of on the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the HoldersHolders and provided for in such registration statement) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject (a) Within thirty (30) days following the earlier to occur of (i) the other applicable provisions date that the Company qualifies for the use of this AgreementForm S-3 and (ii) March 15, 2007, the Company shall file within ninety (90) days of with the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable Commission a registration statement covering (the "Shelf Registration Statement") relating to the offer and sale or distribution of all Registrable Securities by the VS Investors to the public, from time to time by the Holderstime, on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible subject to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1any Suspension Period(s) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”referred to below), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the The Company shall use its commercially reasonable best efforts to cause such Resale the Shelf Registration Statement to be declared effective by the Commission as promptly soon as practicable after the filing thereofthereof with the Commission. Notwithstanding The Shelf Registration Statement shall specify the foregoingintended methods of distribution of the subject Registrable Securities, if which in no event shall include underwritten offerings, whether on a firm commitment or best efforts basis. (b) The Company shall (i) cause the Commission prevents the Company from including any Shelf Registration Statement to include a resale prospectus intended to permit each VS Investor to sell, at such Investor's election, all or all part of the Registrable Securities on held by such Investor without restriction but in accordance with the Resale intended methods of distribution set forth therein, (ii) prepare and file with the Commission such supplements, amendments and post-effective amendments to the Shelf Registration Statement due as may be necessary to limitations on keep the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, continuously effective (subject to any Suspension Period(s) referred to below) until August 15, 2007 (the provisions of this Section 1.1"Required Period"), the Company shall continue to and (iii) use its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, cause the number of shares of Registrable Securities resale prospectus to be registered for each Holder in supplemented by any required prospectus supplement (subject to any Suspension Period(s) referred to below) during the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, Required Period; provided, however, that, prior that with respect to reducing the number of shares of Registrable Securities registered pursuant to be registered for any Holder in such Resale Shelf Registration Statement, each VS Investor agrees that it will not enter into any transaction for the sale of any Registrable Securities pursuant to such registration statement during the time after the furnishing of the Company's notice that the Company is preparing a supplement to or an amendment of such resale prospectus or Shelf Registration Statement and until the filing and effectiveness thereof. (c) The Company may, by notice in writing to each Investor, require Investors to suspend use of any resale prospectus included in the Shelf Registration Statement for a reasonable time period (each such period, a "Suspension Period"), provided that all such suspensions shall first remove not exceed one hundred twenty (120) days in the aggregate during any shares twelve (12) month period, if (i) the Company has been advised by legal counsel that such continued use would require disclosure of a material financing, acquisition or other corporate transaction or development, and the Board of Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors of the Company determines in good faith that there is a valid business purpose or reason for suspending such continued use. In the event of each Suspension Period, the Required Period shall be extended for a period equal to the number of days elapsed during such Suspension Period. (d) Each Investor agrees that, upon receipt of notice from the Company of the commencement of a Suspension Period (a "Suspension Notice"), such Investor will forthwith discontinue any disposition of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein pursuant to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration of the Suspension Period and (ii) such Investor's receipt of a Subsequent Shelf Registration with respect notice from the Company to the effect that such suspension has terminated. If so directed by the Company, such Investor will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Investor's possession, of the most recent resale prospectus covering such Registrable Securities at the time of receipt of such Suspension Notice. In the event of a Suspension Notice, the Company shall, promptly after the expiration of such Suspension Period, provide notice to all Investors that the Suspension Period has ended, and take any and all actions necessary or desirable to give effect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company Investor's rights under this Agreement that may have been affected by such notice. (e) Each Investor agrees that it shall furnish to the Company such information regarding such Investor and the methods of distribution of Registrable Securities intended by such Investor permitted hereunder (i) as the Company may, from time to time, reasonably request in writing and (ii) as shall be required by law or by the Commission in connection therewith. Each Investor agrees that information obtained by it or by its Inspectors (as defined below) shall be deemed confidential and shall not be deemed a failure used by it as the basis for any market transactions in the securities of the Company unless and until such information is made generally available to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreementthe public.

Resale Shelf Registration Statement. (a) Subject to the other applicable provisions of this AgreementSection 2.5, the Company shall file within ninety (90) days of the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable (i) prepare and file, on or before the date that is thirteen (13) months after the date hereof, a Resale Shelf Registration Statement (which will be a “shelf” registration statement covering with respect to the sale or distribution from time to time resale of Registrable Shares by the Holders, Holders thereof on an appropriate form that complies in all material respects with applicable Commission rules for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1Act) and shall provide for the that permits registration of such Registrable Securities Shares for resale by such the Holders thereof in accordance with any reasonable method the methods of distribution elected by the Holders) (the “Resale Shelf Registration Statement” Holders and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, set forth in the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the and (ii) if such Resale Shelf Registration Statement is not an Automatic Shelf Registration Statementdeclared effective automatically, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission as promptly soon as reasonably practicable after the filing thereofthereafter. Notwithstanding the foregoingSubject to Section 2.5, if the Commission prevents the Company from including any or all of the Registrable Securities on shall use commercially reasonable efforts to keep the Resale Shelf Registration Statement due to limitations on the use of Rule 415 continuously effective until such time as all of the Securities Act for the resale shares of the Registrable Securities Common Stock covered by the Holders, the Resale Shelf Registration Statement are no longer Registrable Shares. (b) The Company shall register prepare and file such additional registration statements as necessary every three (3) years and use its commercially reasonable efforts to cause such registration statements to become effective so that a Resale Shelf Registration Statement remains continuously effective, subject to Section 2.5, with respect to resales of Registrable Shares as and for the resale periods required under Sections 2.1(a) (each such subsequent registration statement to constitute a Resale Shelf Registration Statement hereunder). (c) At the request of the Company (which request, if made, shall be made at least ten (10) Business Days before any filing of a number of shares of the Registrable Securities which is equal Resale Shelf Registration Statement), each Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and Questionnaire”) to the maximum number Company (i) confirming such Holder’s desire to include Registrable Shares held by it in a Resale Shelf Registration Statement, and (ii) containing all information about such Holder required to be included in such registration statement in accordance with applicable law, including Item 507 of shares Regulation S-K promulgated under the Securities Act, as is permitted amended from time to time, or any similar successor rule thereto. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company (if requested by the Commission, andCompany) on or prior to the date five (5) Business Days prior to such time of effectiveness shall be named as a Selling Holder in such Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Shares in accordance with applicable law. If required by applicable law, subject to the provisions terms and conditions hereof, after effectiveness of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as Selling Holders therein any shares of Registrable Securities Holders that provide to be registered for the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any Person other than a Holder that was proposed post-effective amendment to be included in such Resale Shelf Registration Statement. The Company shall continue Statement filed for such purpose to use its commercially reasonable efforts to register all remaining Registrable Securities be declared effective by the Commission as promptly as reasonably practicable in accordance with after the applicable rules, regulations filing thereof. Any Holder that has not delivered a duly completed and guidance of the Commission. Notwithstanding anything herein to the contraryexecuted Notice and Questionnaire, if the Commission, requested by written comment, limits the Company’s ability , shall not be entitled to filebe named as a Selling Holder in, or prohibits or delays have the filing ofRegistrable Shares held by it covered by, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this AgreementStatement.

Resale Shelf Registration Statement. Subject (a) The Company agrees to the other applicable provisions of this Agreement, the Company shall file within ninety (90) 90 days after the effective date of the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable Plan (the “Plan Effective Date”), a shelf registration statement covering (the “Resale Shelf Registration Statement”) providing for the registration of, and the sale on a continuous or distribution from time to time delayed basis by the HoldersElecting Holders (as defined below in Section 2(a)(iii)) of all Registrable Securities, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall or any similar rule that may be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected adopted by the Holders) Securities and Exchange Commission (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf RegistrationCommission”), and if the . The Company is a WKSI as of the filing date, agrees to use commercially reasonable efforts to cause the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If to become effective within 180 days after the Plan Effective Date (the date of such effectiveness, the “Effective Time”). (b) Subject to the Company’s right to suspend the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statementpursuant to Section 1(d) below, then the Company shall agrees to use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on keep the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of continuously effective under the Securities Act for in order to permit the resale of Prospectus to be usable by the Electing Holders until such time as there are no longer any Registrable Securities (such period, the “Effective Period”). (c) After the Effective Time, within 10 Business Days after receipt of a duly completed and signed Notice and Questionnaire (as defined below) from any Holder that is not then an Electing Holder, together with any other information as may be reasonably requested in writing by the HoldersCompany from such Holder, the Company shall file such amendments to the Resale Shelf Registration Statement or supplements to the Prospectus as are reasonably necessary to permit such Holder to deliver the Prospectus to purchasers of Registrable Securities (subject to the Company’s right to suspend the use of the Resale Shelf Registration Statement or the Prospectus as set forth in Section 1(d)); provided, that in no event shall register the resale Company be required to file more than one such amendment or supplement in any 90-day period. (d) The Company may delay or suspend the use of the Resale Shelf Registration Statement or the use of the Prospectus used in connection therewith, without incurring or accruing any obligation to pay any Additional Interest pursuant to Section 5 hereof, if the Company shall have determined in good faith that because of valid business reasons, including the acquisition or divestiture of assets, pending corporate developments, public filings with the Commission and similar events, it is in the best interests of the Company to delay or suspend such use, and prior to delaying or suspending such use the Company provides the Holders with written notice of such delay or suspension, which notice need not specify the nature of the event giving rise to such delay or suspension; provided that the aggregate duration for any periods during which use of the Resale Shelf Registration Statement or the Prospectus is delayed or suspended (each such period, a number of shares “Suspension Period”) shall not exceed 90 calendar days in the aggregate in any consecutive twelve-month period. (e) The Electing Holders holding a majority of the Registrable Securities which is equal (the “Required Holders”) shall be entitled to request underwritten offerings of the Registrable Securities pursuant to the maximum number Resale Shelf Registration Statement; provided, that the Company shall not be obligated to complete (i) more than two underwritten offerings during the Effective Period and (ii) more than one underwritten offering in any 180-day period. Upon receipt of shares as is permitted by such a request from the CommissionRequired Holders, andthe Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the underwritten offering. The Required Holders shall have the right to select the managing underwriter(s) to administer any underwritten offering, subject to the provisions prior approval of the Company, which approval shall not be unreasonably withheld. Except as provided in this Section 1.11(f), there shall otherwise be no limitation on the number of sales or takedowns off of the Resale Shelf Registration Statement. (g) If at any time the New Notes, pursuant to the Indenture, are convertible into securities other than New Common Stock, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In cause such event, the number of shares of Registrable Securities securities to be registered for each Holder included in the Resale Shelf Registration Statement shall no later than the date on which the New Notes may then be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in convertible into such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreementsecurities.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its reasonable best efforts to file within sixty (60) days following the Closing Date and have declared effective within ninety (90) days of following the date hereof and use its commercially reasonable efforts Closing Date (the “Effectiveness Deadline”; provided that, if the Commission provides comments to cause to go effective as promptly as practicable the applicable registration statement, then the Effectiveness Deadline shall be one hundred fifty (150) days following the Closing Date) a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If a Resale Shelf Registration Statement covering the Registrable Securities is not effective on or prior to the Effectiveness Deadline, the Company shall pay each Investor, as liquidated damages and not as a penalty, an amount equal to 0.25% of such Investor’s applicable portion of the Purchase Price (as defined in the Purchase Agreement) for each full month or pro rata for any portion thereof following the Effectiveness Deadline for which no Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities. Such payments shall constitute the Investor’s exclusive monetary remedy for such events, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay but shall not affect the right of the Investor to seek injunctive relief. Such payments shall be a breach or default by made to Investor in cash no later than three (3) business days after the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreementend of each 30-day period.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file within ninety (90) days of the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the HoldersHolders (a “Rule 415 Limitation”), the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its reasonable best efforts to file within ninety three (903) days months of the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the filing thereof. Notwithstanding , but in any event prior to the foregoing, if the Commission prevents the Company from including any or all six (6) month anniversary of the Registrable Securities on the date of this Agreement. A Resale Shelf Registration Statement due when declared effective (including the documents incorporated therein by reference) will comply as to limitations on the use of Rule 415 form in all material respects with all applicable requirements of the Securities Act for and the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale Exchange Act and will not contain any untrue statement of a number of shares of material fact or omit to state any material fact required to be stated therein or necessary to make the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, statements therein not misleading (and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number case of shares of Registrable Securities to be registered for any Holder prospectus contained in such Resale Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Resale Shelf Registration Statement becomes effective, but in any event within three (3) business days after such date, the Company shall first remove any shares provide the Holders with written notice of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in the effectiveness of such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file within ninety (90) Within 90 days of the date hereof and Closing Date, the Corporation shall use its commercially reasonable efforts to cause to go effective as promptly as practicable prepare and file with the SEC a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, to permit the public resale of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) terms and shall provide for the registration of such Registrable Securities for resale by such Holders conditions specified in accordance with any reasonable method of distribution elected by the Holders) this Section 2.01 (the “Resale Shelf Registration Statement” and such registration, the “”). The Resale Shelf Registration”)Registration Statement shall not include the Registrable Securities of any Person who is not a Holder under this Agreement. The Resale Shelf Registration Statement filed with the SEC pursuant to this Section 2.01 shall be on Form S-3 or, if Form S-3 is not then available to the Corporation, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities, covering the Registrable Securities, and if shall contain a prospectus in such form as to permit any Selling Holder covered by such Resale Shelf Registration Statement to sell such Registrable Securities pursuant to Rule 415 under the Company is a WKSI Securities Act (or any successor or similar provision adopted by the SEC then in effect) at any time beginning on the Effective Date for such Resale Shelf Registration Statement. The Corporation shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement filed pursuant to this Section 2.01 to be declared effective as of soon as practicable after the filing date, thereof (it being agreed that the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If automatic shelf registration statement that shall become effective upon filing with the Resale Shelf Registration Statement SEC pursuant to Rule 462(e) if Rule 462(e) is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal available to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this AgreementCorporation).

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file within ninety (90) days of the date hereof and use its commercially reasonable best efforts to cause prepare and file, which shall be no later than 15 business days prior to go effective as promptly as practicable the effectiveness date, a registration statement covering the sale or distribution from time to time by the HoldersInvestors, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (which may be in the form of a prospectus supplement to an existing Form S-3) (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (form, including a resale registration statement on Form S-1) , and shall provide for the registration of such Registrable Securities for resale by such Holders the Investors in accordance with any reasonable method of distribution elected by the HoldersInvestors) (the “Resale Shelf Registration Statement” ”) and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission SEC as promptly as is reasonably practicable after the filing thereof. Notwithstanding thereof which effectiveness date shall be no later than the foregoing, if first Business Day following the Commission prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in First Conversion Date (it being agreed that the Resale Shelf Registration Statement shall be reduced pro rata among all Holdersan automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company). The Shelf Registration Statement may, providedat the Company’s sole discretion, however, that, prior to reducing also cover any other securities of the Company so long as inclusion of such other securities of the Company does not limit the number of shares of Registrable Securities to be registered for any Holder in offer and sale pursuant to such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The If the Company files any other registration statement under the Securities Act with an expected effectiveness date prior to the First Conversion Date, the effectiveness date referred to in this section shall continue instead be the expected effectiveness date of such other registration statement. If the Company is reasonably able to conclude that filing and effectiveness of a registration statement prior to the First Conversion Date would not contravene applicable Law (including because the Company is effecting share repurchases or it has opened the trading window for directors and officers), and after giving consideration to the availability of required financial statements and whether the Company is in possession of material non-public information, then it shall use its commercially reasonable best efforts to register all remaining Registrable Securities as promptly as practicable in accordance with file and have such registration statement become effective before the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this AgreementFirst Conversion Date.

Resale Shelf Registration Statement. Subject (i) Within thirty (30) days following the earlier to occur of (i) the other applicable provisions date that the Company qualifies for the use of this AgreementForm S-3 and (ii) January 1, 2009, the Company shall file within ninety (90) days of with the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable Commission a registration statement covering (the “Shelf Registration Statement”) relating to the offer and sale or distribution of all Registrable Securities by the Holders to the public, from time to time by the Holderstime, on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible subject to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”Blackout Period(s), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement). If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the The Company shall use its commercially reasonable best efforts to cause such Resale the Shelf Registration Statement to be declared effective by the Commission as promptly soon as practicable after the filing thereofthereof with the Commission. Notwithstanding The Shelf Registration Statement shall specify the foregoingintended methods of distribution of the subject Registrable Securities, if which in no event shall include underwritten offerings, whether on a firm commitment or best efforts basis. (ii) The Company shall (i) cause the Commission prevents the Company from including any Shelf Registration Statement to include a resale prospectus intended to permit each Holder to sell, at such Holder’s election, all or all part of the Registrable Securities on held by such Holder without restriction but in accordance with the Resale intended methods of distribution set forth therein, (ii) prepare and file with the Commission such supplements, amendments and post-effective amendments to the Shelf Registration Statement due as may be necessary to limitations on keep the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register continuously effective (subject to any Blackout Period(s)) until April 30, 2009 (the “Required Period”), and (iii) use its efforts to cause the resale of a number of shares of the Registrable Securities which is equal prospectus to the maximum number of shares as is permitted be supplemented by the Commission, and, any required prospectus supplement (subject to any Blackout Period(s)) during the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, Required Period; provided, however, that, prior that with respect to reducing the number of shares of Registrable Securities registered pursuant to be registered for any Holder in such Resale Shelf Registration Statement, each Holder agrees that it will not enter into any transaction for the Company shall first remove sale of any shares of Registrable Securities pursuant to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with registration statement during the applicable rules, regulations and guidance time after the furnishing of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability notice that the Company is preparing a supplement to file, or prohibits an amendment of such resale prospectus or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all and until the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement filing and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreementeffectiveness thereof.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall hereby agrees to file within ninety with the SEC as soon as reasonably practicable following the date of this ‎‎Agreement (90but in no event later than the date that is thirty (30) days of after the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable hereof)‎, a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if S-1 or such other form under the Securities Act then available to the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement” ”) and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission SEC as promptly soon as practicable after the initial filing thereofthereof but in any event within ‎‎ninety (90) days after the date hereof (the “Effectiveness Date”). At least ten (10) Business ‎Days prior to the first anticipated filing date of a registration statement pursuant to this ‎Agreement, the Company shall notify each Holder in writing (which may be by email) ‎of any information reasonably necessary about the Holder to include such Holder’s ‎Registrable Securities in such registration statement. If the Resale Shelf Registration Statement covering the Registrable Securities is not declared effective by the SEC on or prior to the fifth Business Day following the Effectiveness Date, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such Investor for each 30-day period or pro rata for any portion thereof following the Effectiveness Date for which the Resale Shelf Registration Statement has not been declared effective; provided that in no event shall the amount of liquidated damages exceed 5% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash no later than five (5) Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. Notwithstanding the foregoing, if the Commission prevents the Company from including will not be liable for any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of liquidated damages under this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration 2(a)(i) with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely Warrant Shares prior to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreementtheir issuance.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this AgreementSection 2(b) below, the Company Trust shall prepare and file within ninety with the SEC a Registration Statement (90a “Resale Shelf Registration Statement”) days of the date hereof and use its commercially reasonable efforts for an offering to cause to go effective as promptly as practicable a registration statement covering the sale or distribution from time to time by the Holders, be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act relating to the sale by the Holders from time to time of all their Registrable Shares, such filing to be made on a date (the “Filing Date”) which is no later than thirty (30) days after the issuance of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale Shares covered by such Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company The Trust shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission SEC as soon as practicable after the Filing Date. The Trust agrees to use its reasonable efforts to keep the Resale Shelf Registration Statement, after its date of effectiveness, continuously effective until the date (the “Resale Shelf Registration Expiration Date”) that all registrable Shares have ceased to be Registrable Shares. At the time the initial Resale Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) business days prior to such time of effectiveness shall be named as a selling securityholder in the initial Resale Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No holder shall be entitled to be named as a selling securityholder in the initial Resale Shelf Registration Statement or to use the Prospectus forming a part thereof for offers or resales of Registrable Securities unless such holder is a Notice Holder on or prior to the date ten (10) business days prior to such time of effectiveness. Each Holder agrees that if such Holder wishes to sell Registrable Shares pursuant to a Resale Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(a). Following the date that the initial Resale Shelf Registration Statement is declared effective, each Holder that is not a Notice Holder wishing to sell Registrable Shares pursuant to a Resale Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Trust at least fifteen (15) business days prior to any intended distribution of Registrable Shares under the Resale Shelf Registration Statement. From and after the date the initial Resale Shelf Registration Statement is declared effective, the Trust shall, as promptly as reasonably practicable after the date a Notice and Questionnaire is delivered, and in any event upon fifteen (15) business days after such date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Resale Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling stockholder in the Resale Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Shares in accordance with the Securities Act and, if the Trust shall file a post-effective amendment to the Resale Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable, but in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; and (ii) provide such Holder copies of any documents filed pursuant to this Section 2(a) notify such Holder as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of effectiveness under the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal any post-effective amendment filed pursuant to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. 2(a); Notwithstanding anything contained herein to the contrary, if (i) the Commission, by written comment, limits the Company’s ability Trust shall be under no obligation to file, or prohibits or delays the filing of, name any Holder that is not a Resale Shelf Notice Holder as a selling stockholder in any Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreementrelated Prospectus.

Resale Shelf Registration Statement. Subject to As required by Section 6.9 of the other applicable provisions of this Purchase Agreement, the Company shall file within ninety (90) not later than 10 days of from the date hereof hereof, Issuer shall prepare and use its commercially reasonable efforts to cause to go effective as promptly as practicable file with the Securities and Exchange Commission (the “SEC”) a resale registration statement covering on Form S-3 under the sale or distribution from time Securities Act for an offering to time by the Holders, be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement” and such registration, the “”). The Resale Shelf Registration”), and if Registration Statement shall (a) cover the Company is a WKSI as resale of all of the filing dateRegistrable Securities (b) include a calculation of registration fee table, (c) identify Holder as a selling security holder, (d) set forth the amount of Registrable Securities issued to Holder and (e) set forth the plan of distribution set forth in Annex A hereto. Issuer shall pay the registration fee to cover the Registrable Securities in accordance with Rule 457 under the Securities Act. Issuer shall use its commercially reasonable best efforts to cause the Resale Shelf Registration Statement to become effective as soon as reasonably practicable and remain effective for a period of two (2) years from the date hereof (subject to any “black-out” periods pursuant to Section 5, and provided that Issuer shall be have no obligation to keep the Resale Self Registration Statement effective after the earlier of such time as Holder has disposed of the Registrable Securities, unless such disposition qualifies as an Automatic Shelf Registration StatementAffiliate Transfer, or Holder is able to sell the Registrable Securities under Rule 144 of the Securities Act under circumstances in which all of the applicable conditions of such rule (then in effect) are met). If the The Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then may register securities other than the Company shall use its commercially reasonable efforts to cause such Registrable Securities. The Resale Shelf Registration Statement to be when declared effective (including the documents incorporated therein by the Commission reference) shall comply as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or to form in all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 material respects with all applicable requirements of the Securities Act for and the resale Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the Registrable Securities by the Holderscircumstances under which they were made, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1not misleading. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such The Resale Shelf Registration Statement, together with any prospectus or any other prospectus supplement when such prospectus or prospectus supplement is filed, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the Company shall first remove any shares statements therein, in light of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statementthe circumstances under which they were made, not misleading. The Company shall continue preceding sentence does not apply to statements based upon and in conformity with written information furnished to Issuer through an instrument duly executed by or on behalf of Holder specifically stating it that it is for use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with therein, including the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as information set forth above or elsewhere in this AgreementAnnex A hereto.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use reasonable best efforts to prepare and file within ninety (90) 90 days following the closing date of the transactions contemplated by the Exchange Agreementthe period of time commencing on the date hereof and use its commercially reasonable efforts ending on the later of (a) 120 days after the date hereof or (b) 20 days after the date of the first Company stockholder meeting held to cause to go effective as promptly as practicable approve the authorization and terms of the Series B Preferred Stock, a registration statement covering (or post-effective amendment to an existing registration statement in order to provide for) the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (or any similar provision adopted by the SEC then in effect), of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such the Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be consist of an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement, that shall become effective upon filing with the SEC pursuant to Rule 462(e). If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission SEC as promptly as is reasonably practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.”

Resale Shelf Registration Statement. Subject to As soon following ninety (90) days from the other date of the Qualified IPO, as is permissible under the applicable provisions rules and regulations of this Agreementthe Commission, the Company shall file within ninety (90) days of the date hereof or confidentially submit, and use its commercially reasonable efforts to cause to go be declared effective as promptly as practicable on the earliest date reasonably practicable, a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) Resale Shelf Registration Statement (the “Resale Shelf Registration Statement” and such registration, the ”) (whether on Form F-3 (a “Form F-3 Resale Shelf RegistrationShelf”) or on Form F-1 (a “Form F-1 Resale Shelf”), and if ) with the Company is a WKSI as SEC covering the resale of all of the Registrable Securities. The Company shall give written notice (a “Company Shelf Registration Notice”) of the anticipated filing date, the of any Resale Shelf Registration Statement within ten (10) Business Days prior to such filing or submission to GPL and shall be an Automatic Shelf Registration Statement. If give GPL the option include in such Resale Shelf Registration Statement is not an Automatic all Registrable Securities held by GPL on the date of the Company Shelf Registration Statement, then Notice with respect to which the Company has received written requests for inclusion therein within five (5) Business Days of the date of the Company Shelf Registration Notice. The Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared remain effective by until the Commission as promptly as practicable after earlier of (i) the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or date on which all of the Registrable Securities on hereunder are no longer Registrable Securities, and (ii) the time that Registrable Securities issued to GPL may be sold by such Persons in a single transaction without limitation under Rule 144 (the “Required Period”). The Company shall maintain the Resale Shelf Registration Statement due to limitations on in accordance with the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, terms hereof. If the Resale Shelf Registration Statement shall register is expected to expire under the resale rules of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its will use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the file a replacement Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior and cause it to reducing become effective before such expiration and will follow the number of shares of Registrable Securities to be registered for any Holder procedures and timelines outlined in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration this Section 1(a) with respect to any or all inclusion of the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this AgreementSecurities therein.

Resale Shelf Registration Statement. Subject The Trust shall prepare and file with the SEC a Registration Statement (a “Resale Shelf Registration Statement”) for an offering to the other applicable provisions of this Agreement, the Company shall file within ninety (90) days of the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable a registration statement covering the sale or distribution from time to time by the Holders, be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act relating to the sale by Holders from time to time of all Registrable Shares, such filing to be made on a date (the “Filing Date”) which is no later than thirty (30) days after the issuance of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale Shares covered by such Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company The Trust shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission SEC as soon as practicable after the Filing Date. The Trust agrees to use its reasonable efforts to keep the Resale Shelf Registration Statement, after its date of effectiveness, continuously effective until the date (the “Resale Shelf Registration Expiration Date”) that all Registrable Shares have ceased to be Registrable Shares. At the time the initial Resale Shelf Registration Statement is declared effective, each Holder that shall have become a Notice Holder on or prior to the date ten (10) business days prior to such time of effectiveness shall be named as a selling securityholder in the initial Resale Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No holder shall be entitled to be named as a selling securityholder in the initial Resale Shelf Registration Statement or to use the Prospectus forming a part thereof for offers or resales of Registrable Securities unless such holder is a Notice Holder on or prior to the date ten (10) business days prior to the time of effectiveness of such Resale Shelf Registration Statement. Each Holder agrees that if such Holder wishes to sell Registrable Shares pursuant to a Resale Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(a). Following the date that the initial Resale Shelf Registration Statement is declared effective, each Holder that is not a Notice Holder wishing to sell Registrable Shares pursuant to a Resale Shelf Registration Statement and related Prospectus shall agree to deliver a Notice and Questionnaire to the Trust in order that it be named as a selling stockholder in such Prospectus. Upon receipt of any such Notice and Questionnaire after the date the initial Resale Shelf Registration Statement is declared effective, the Trust shall, as promptly as reasonably practicable after the date such Notice and Questionnaire is delivered, and in any event within fifteen (15) business days after such date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Resale Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or an amendment thereto or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling stockholder in the Resale Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Shares in accordance with the Securities Act and, if the Trust shall file a post-effective amendment to the Resale Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable, but in any event by the date that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; and (ii) provide such Holder copies of any documents filed pursuant to this Section 2(a). If the Trust shall file a post-effective amendment in accordance with the provisions of clause (i) above, the Trust shall notify such Holder as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of effectiveness under the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In any such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commissionpost-effective amendment. Notwithstanding anything contained herein to the contrary, if (i) the Commission, by written comment, limits the Company’s ability Trust shall be under no obligation to file, or prohibits or delays the filing of, name any Holder that is not a Resale Shelf Notice Holder as a selling stockholder in any Registration Statement or a Subsequent Shelf Registration with respect to any or all related Prospectus, and (ii) the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay Trust shall not be required to file a breach prospectus supplement or default by the Company under this Agreement and shall not be deemed a failure by the Company post-effective amendment to use “commercially reasonable efforts” or “reasonable efforts” name additional Notice Holders as set forth above or elsewhere in this Agreementselling stockholders more often than on three occasions during any calendar quarter.

Resale Shelf Registration Statement. Subject to (a) As soon following the other Plan Effective Date as is permissible under the applicable provisions rules and regulations of this Agreementthe SEC and in any event within fifteen (15) Business Days after the Plan Effective Date (or if “fresh start” accounting is required, the Company shall file within ninety (90) calendar days of after the date hereof and Plan Effective Date), the Company shall use its commercially reasonable efforts to file or confidentially submit, and to cause to go be declared effective as promptly as practicable on the earliest date reasonably practicable, a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) Shelf Registration Statement (the “Resale Shelf Registration Statement” and such registration, the ”) (whether on Form S-3 (a “Form S-3 Resale Shelf RegistrationRegistration Statement”) or on Form S-1 (a “Form S-1 Resale Shelf Registration Statement”), ) with the Commission. The Company shall give written notice (a “Company Shelf Registration Notice”) of the anticipated filing of any Resale Shelf Registration Statement within at least seven (7) Business Days prior to such filing or submission to all Holders of Registrable Securities and if shall include in such Resale Shelf Registration Statement all Registrable Securities held by the Holders on the date of the Company is a WKSI as Shelf Registration Notice with respect to which the Company has received written requests for inclusion therein within four (4) Business Days of the filing date, date of the Company Shelf Registration Notice. The Company shall maintain the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statementin accordance with the terms hereof. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statementexpected to expire under the rules of the Commission, then the Company shall use its commercially reasonable efforts to file a replacement Resale Shelf Registration Statement and to cause it to become effective before such expiration and shall follow the procedures and timelines outlined in this Section 2(a) with respect to inclusion of the Registrable Securities therein. (b) Upon the request of any Holder whose Registrable Securities are not included in the Resale Shelf Registration Statement at the time of such request, the Company shall use commercially reasonable efforts to amend as promptly as reasonably practicable the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of include the Registrable Securities on of such Holder if the rules and regulations of the Commission would permit the addition of such Registrable Securities to the Resale Shelf Registration Statement; provided that the Company shall not be required to amend the Resale Shelf Registration Statement due more than once during any 180-day period. (c) Within three (3) Business Days after receiving a request pursuant to limitations on Section 2(b), the use Company shall give written notice of Rule 415 such request to all other Holders of Registrable Securities and shall include in such amendment all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after the Company’s giving of such notice, provided that such Registrable Securities Act are not already covered by an existing and effective Registration Statement that may be utilized for the resale offer and sale of the Registrable Securities requested to be registered in the manner so requested. (d) The Company shall use commercially reasonable efforts to convert any Form S-1 Resale Shelf Registration Statement to a Form S-3 Resale Shelf Registration Statement as soon as reasonably practicable after the Company is eligible to use Form S-3. (e) [Reserved.] (f) If the Resale Shelf Registration Statement is on Form S-1, then for so long as any Registrable Securities covered by the HoldersResale Shelf Registration Statement remain unsold, the Company shall file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law (other than any Form 8-K required to be furnished under Item 2.02 or 7.01 thereof), any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (i) the Resale Shelf Registration Statement shall register not include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the resale statements therein not misleading (or in the case of any Prospectus, in light of the circumstances such statements were made), and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 6. (g) Upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner and subject to the conditions described in Section 5, provided that (x) (i) the number of shares securities included in such “takedown” shall equal at least ten percent (10%) of all Registrable Securities held by all Holders at such time or (ii) the Registrable Securities requested to be sold by the Holders in such “takedown” shall have an anticipated aggregate gross offering price (before deducting underwriting discounts and commission) of at least $25 million; or (y) the number of securities included in such “takedown” represent all of the Registrable Securities which is equal held by the Holders participating in such takedown at the time of such takedown. (h) Other than any Holder that indicates to the maximum number of shares Company in writing that it does not wish to be named as is permitted by the Commissiona “selling stockholder” in such Resale Shelf Registration Statement, and, subject each Holder agrees to furnish to the provisions Company a completed questionnaire in the form attached hereto as Exhibit B (a “Selling Stockholder Questionnaire”) in accordance with the final paragraph of this Section 1.18, including, for the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such eventavoidance of doubt, the number of shares of Registrable Securities that it wishes to be registered include for each Holder in the registration on such Resale Shelf Registration Statement shall be reduced pro rata among all Holders(any holder that returns such Selling Stockholder Questionnaire in accordance with Section 8, provided, however, that, prior to reducing a “Participating Holder”). At least three (3) Business Days before the number initial filing of shares of Registrable Securities to be registered for any Holder in such the Resale Shelf Registration Statement, the Company shall first remove furnish to each Participating Holder a copy of a draft of the Selling Stockholder and Plan of Distribution sections (with respect to the Selling Stockholder section, only the portion of that section relating to information concerning such Holder and, with respect to the Plan of Distribution section, only to the extent there have been any shares material changes to the form thereof attached hereteo as Exhibit A) for review and approval, which approval shall not be unreasonably withheld or delayed, and any objections to such draft disclosures must be lodged within two (2) Business Days of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration StatementParticipating Holder’s receipt thereof. The Company shall continue to use its commercially reasonable efforts to register all remaining include any changes to the Selling Stockholder section (including any footnotes) proposed by a Holder with respect to information concerning such Holder. (i) All Registrable Securities as promptly as practicable in accordance with owned or acquired by any Holder or any of its Affiliates or Related Funds shall be aggregated together for the applicable rules, regulations and guidance purpose of determining the Commission. Notwithstanding anything herein availability of any right under this Agreement. (j) The Company shall use commercially reasonable efforts to keep the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect contemplated by this Section 2 continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission until the date on which all the Registrable Securities registered thereunder are no longer Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file within ninety (90) days of the date hereof and use its commercially reasonable efforts to cause file, within 20 business days after the earlier of the due date or the filing date of the Current Report of the Form 8-K/A containing the audited financial statements for the business acquired pursuant to go effective as promptly as practicable the Merger Agreement for the years ended December 31, 2020 and 2019 and related pro forma financial information, a registration statement covering the sale resale or distribution from time to time by the Holders in accordance with any reasonable method of distribution elected by the Holders, on a delayed or continuous basis basis, at the election of such Holders, pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject to As soon following the other Effective Date as is permissible under the applicable provisions rules and regulations of this Agreementthe SEC and in any event within thirty (30) calendar days of the Effective Date (or if “fresh start” accounting is required, the Company shall file within ninety (90) calendar days of the date hereof and Effective Date), the Company shall use its commercially reasonable efforts to file or confidentially submit, and to cause to go be declared effective as promptly as practicable on the earliest date reasonably practicable, a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) Resale Shelf Registration Statement (the “Resale Shelf Registration Statement” and such registration, the ”) (whether on Form S-3 (a “Form S-3 Resale Shelf RegistrationShelf”) or on Form S-1 (a “Form S-1 Resale Shelf”), and if ) with the Company is a WKSI as SEC covering the resale of all of the Registrable Securities. The Company shall give written notice (a “Company Shelf Registration Notice”) of the anticipated filing date, the of any Resale Shelf Registration Statement within ten (10) Business Days prior to such filing or submission to all Holders of Registrable Securities and shall be an Automatic Shelf Registration Statement. If the include in such Resale Shelf Registration Statement is not an Automatic all Registrable Securities held by Holders on the date of the Company Shelf Registration Statement, then Notice with respect to which the Company has received written requests for inclusion therein within five (5) Business Days of the date of the Company Shelf Registration Notice. The Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared remain effective by until the Commission as promptly as practicable after earlier of (i) the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or date on which all of the Registrable Securities on hereunder are no longer Registrable Securities; and (ii) the time that Registrable Securities issued to the Holders may be sold by such Persons in a single transaction without limitation under Rule 144 (the “Required Period”). The Company shall maintain the Resale Shelf Registration Statement due to limitations on in accordance with the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, terms hereof. If the Resale Shelf Registration Statement shall register is expected to expire under the resale rules of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its will use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the file a replacement Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior and cause it to reducing become effective before such expiration and will follow the number of shares of Registrable Securities to be registered for any Holder procedures and timelines outlined in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration this Section 1(a) with respect to any or all inclusion of the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this AgreementSecurities therein.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the (a) The Company shall file within ninety (90) days of the date hereof and use its commercially reasonable efforts to cause to go effective file, as promptly as practicable practicable, but in any event within 30 days, following the earlier to occur of (i) the Company filing its 2016 Annual Report on Form 10-K with the Securities and Exchange Commission (the “Commission”) and (ii) the Company meeting the eligibility requirements to file a registration statement covering on Form S-3, a shelf registration statement (the “Resale Shelf Registration Statement”) providing for the registration of, and the sale on a continuous or distribution from time to time delayed basis by the HoldersElecting Holders (as defined below in Section 3(a)(iii)) of all Registrable Securities, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall or any similar rule that may be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected adopted by the Holders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”), and if the Commission. The Company is a WKSI as of the filing date, agrees to use commercially reasonable efforts to cause the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If to become effective as promptly as practicable following such filing (the date of such effectiveness, the “Effective Time”). (b) Subject to the Company’s right to suspend the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statementpursuant to Section 1(d) below, then the Company shall agrees to use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on keep the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of continuously effective under the Securities Act for in order to permit the resale of Prospectus to be usable by the Electing Holders until such time as there are no longer any Registrable Securities (such period, the “Effective Period”). (c) After the Effective Time, within 10 Business Days after receipt of a duly completed and signed Notice and Questionnaire (as defined below) from any Holder that is not then an Electing Holder, together with any other information as may be reasonably requested in writing by the HoldersCompany from such Holder, the Company shall file such amendments to the Resale Shelf Registration Statement shall register or supplements to the resale Prospectus as are reasonably necessary to permit such Holder to deliver the Prospectus to purchasers of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, (subject to the provisions Company’s right to suspend the use of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, or the Prospectus as set forth in Section 1(d)); provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder that in such Resale Shelf Registration Statement, no event shall the Company shall first remove be required to file more than one such amendment or supplement in any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. 90-day period. (d) The Company shall continue to may delay or suspend the use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent the use of the Prospectus used in connection therewith if the Board of Directors of the Company shall have determined in good faith that because of valid business reasons, including the acquisition or divestiture of assets, pending corporate developments, public filings with the Commission and similar events, it is in the best interests of the Company to delay or suspend such use, and prior to delaying or suspending such use the Company provides the Holders with written notice of such delay or suspension, which notice need not specify the nature of the event giving rise to such delay or suspension; provided that the aggregate duration for any periods during which use of the Resale Shelf Registration with respect to Statement or the Prospectus is delayed or suspended (each such period, a “Suspension Period”) shall not exceed 60 consecutive calendar days, and shall not exceed 90 calendar days in the aggregate in any or all consecutive twelve-month period. (e) The Electing Holders holding a majority of the Registrable Securities, Securities (the Company’s compliance with such limitation, prohibition or delay solely “Required Holders”) shall be entitled to request underwritten offerings of the Registrable Securities pursuant to the extent of such limitationResale Shelf Registration Statement; provided, prohibition or delay that the Company shall not be obligated to complete (i) more than two underwritten offerings during the Effective Period and (ii) more than one underwritten offering in any 180-day period. Upon receipt of such a breach or default by request from the Required Holders, the Company under this Agreement and shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the underwritten offering. The Required Holders shall have the right to select the managing underwriter(s) to administer any underwritten offering, subject to the prior approval of the Company, which approval shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” unreasonably withheld. Except as set forth above or elsewhere provided in this AgreementSection 1(f), there shall otherwise be no limitation on the number of sales or takedowns off of the Resale Shelf Registration Statement.

Resale Shelf Registration Statement. Subject (a) The Company agrees to file with the Commission as soon as reasonably practicable, but in no event later than the Filing Date a Registration Statement on Form N-2 or such other form under the Securities Act then available to the other applicable provisions of this Agreement, Company providing for the Company shall file within ninety (90resale pursuant to Rule 415(a) days of the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 Shareholders of the Securities Act of any and all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Securities. The Registration Statement shall be an Automatic Shelf Registration Statement. If contain disclosure substantially in the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statementform of the “Plan of Distribution” attached hereto as Annex A and the “Selling Stockholder” section attached hereto as Annex B. Subject to the terms of this Agreement, then and unless otherwise agreed between the parties, the Company shall use its commercially reasonable efforts to cause such Resale Shelf a Registration Statement filed under this Agreement to be declared effective by under the Commission Securities Act as promptly as reasonably practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement and shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register keep such Registration Statement continuously effective under the Securities Act until the date that all remaining Registrable Securities as promptly as practicable covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in accordance compliance with the applicable rulescurrent public information requirement under Rule 144, regulations as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and guidance acceptable to the Company’s transfer agent and each of the CommissionShareholders (the “Effectiveness Period”). Notwithstanding anything herein to The Company shall notify each of the contrary, if Shareholders via e-mail of the effectiveness of the Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by written commentno later than 9:30 a.m. (New York City time) on the second Trading Day after the effective date of such Registration Statement, limits file a final Prospectus to be used in connection with the Company’s ability sale or other disposition of the securities covered thereby, and shall provide each of the Shareholders with a copy of such final Prospectus. (b) The Company shall use commercially reasonable efforts to file, supplement or prohibits or delays the filing of, amend a Resale Shelf Registration Statement filed pursuant to Section 2(a) in order to allow a Shareholder to offer and sell Registrable Securities (i) in an Underwritten Offering; or (ii) pursuant to an at-the-market offering program entered into by a Subsequent Shelf Registration Shareholder and one or more placement gents or sales agents Act and shall cooperate with respect the Shareholders and any placement agents or sale agents related to any such offering to take such actions and provide such deliverables described in Section 3(m), (n) and (p), provided that, if requested by the placement agents or all the Registrable Securitiessale agents related to an at-the-market offering program, the Company’s compliance with Company shall take such limitation, prohibition or delay solely to the extent of actions and provide such limitation, prohibition or delay shall not be deliverables on a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreementquarterly basis.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall hereby agrees to file within ninety with the SEC as soon as reasonably practicable following the date of this ‎‎Agreement (90but in no event later than the date that is thirty (30) days of after the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable hereof)‎, a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if S-1 or such other form under the Securities Act then available to the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement” ”) and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission SEC as promptly soon as practicable after the initial filing thereofthereof but in any event within ‎‎one hundred and twenty (120) days after the date hereof (the “Effectiveness Date”). At least ten (10) Business ‎Days prior to the first anticipated filing date of a registration statement pursuant to this ‎Agreement, the Company shall notify each Holder in writing (which may be by email) ‎of any information reasonably necessary about the Holder to include such Holder’s ‎Registrable Securities in such registration statement. If the Resale Shelf Registration Statement covering the Registrable Securities is not declared effective by the SEC on or prior to the fifth Business Day following the Effectiveness Date, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such Investor for each 30-day period or pro rata for any portion thereof following the Effectiveness Date for which the Resale Shelf Registration Statement has not been declared effective; provided that in no event shall the amount of liquidated damages exceed 5% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash no later than five (5) Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. Notwithstanding the foregoing, if the Commission prevents the Company from including will not be liable for any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of liquidated damages under this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration 2(a)(i) with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely Warrant Shares prior to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreementtheir issuance.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall hereby agrees to file within ninety with the SEC as soon as reasonably practicable following the date of this Agreement (90but in no event later than the date that is thirty (30) days of after the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable hereof), a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if S-1 or such other form under the Securities Act then available to the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement” ”) and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission SEC as promptly soon as practicable after the initial filing thereofthereof but in any event within one hundred and twenty (120) days after the date hereof (the “Effectiveness Date”). At least ten (10) Business Days prior to the first anticipated filing date of a registration statement pursuant to this Agreement, the Company shall notify each Holder in writing (which may be by email) of any information reasonably necessary about the Holder to include such Holder’s Registrable Securities in such registration statement. If the Resale Shelf Registration Statement covering the Registrable Securities is not declared effective by the SEC on or prior to the fifth Business Day following the Effectiveness Date, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such Investor for each 30-day period or pro rata for any portion thereof following the Effectiveness Date for which the Resale Shelf Registration Statement has not been declared effective; provided that in no event shall the amount of liquidated damages exceed 5% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash no later than five (5) Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. Notwithstanding the foregoing, if the Commission prevents the Company from including will not be liable for any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of liquidated damages under this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration 2(a)(i) with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely Warrant Shares prior to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreementtheir issuance.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file within ninety one hundred eighty (90180) days of the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration (as defined in Section 1.3) with respect to any or all of the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject This Section 3.1(a) shall apply with respect to any shares of Common Stock issued or issuable upon exchange of Redeemable LLC Units during the other applicable provisions period, if any, beginning on the earlier of this Agreement(a) the Company’s failure to file the Issuance Registration Statement within the four (4) week period specified in Section 2.1 and (b) if the Issuance Registration Statement has been filed but has not been declared effective by the Commission within sixty (60) days after the filing, the Company shall file within ninety sixtieth (9060th) days of day after such filing and ending, in each case, on the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable a registration statement covering the sale upon which no Redeemable LLC Units or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except remain outstanding(the “Supplemental Rights Period”); provided, however, that if the Company is not then eligible unable to register for resale keep the Registrable Securities Issuance Registration Statement effective until the Full Conversion Date (except as permitted pursuant to Section 3.3 hereof), the Holders shall be entitled to exercise the rights provided under this Section 3.1(a); and provided further, if the S-3 Expiration Date has occurred, the Supplemental Rights Period under this Section 3.1(a) will be suspended until the S-3 Expiration Date is no longer effective. During the Supplemental Rights Period, upon receipt of a written demand from one or more Holders (including any Unitholder), the Company will use best efforts to file with the Commission a registration statement on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) S-3 (the “Resale Shelf Registration Statement” and ”) under Rule 415 under the Securities Act that complies as to form in all material respects with applicable Commission rules to register the resale by such registrationHolder(s) of shares of Common Stock issued or issuable upon exchange of their Redeemable LLC Units, such filing to be made within the “Resale Shelf Registration”), and if thirty (30) day period following the date of such demand. The Company is a WKSI as shall give written notice of the proposed filing date, of the Resale Shelf Registration Statement to all Holders of Registrable Securities and Redeemable LLC Units as soon as practicable (but in no event less than twenty (20) days before the anticipated filing date), and such notice shall be an Automatic Shelf Registration Statement. If offer such Holders the opportunity to participate in the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then and to register the resale of shares of Common Stock issued or issuable upon exchange of their Redeemable LLC Units. The Company shall use its commercially reasonable efforts to cause such the Resale Shelf Registration Statement filed with the Commission to be declared effective by the Commission as promptly soon as practicable after following the filing thereof. Notwithstanding the foregoing, if the Commission prevents the The Company from including any or all of the Registrable Securities on agrees to use its commercially reasonable efforts to keep the Resale Shelf Registration Statement due to limitations on continuously effective through the use of Rule 415 end of the Securities Act for Supplemental Rights Period. Notwithstanding anything to the contrary herein, to the extent the rules and regulations of the Commission permit the Company to use an Existing Shelf Registration Statement to register the resale by Holders of the Registrable Securities shares of Common Stock to be issued upon the redemption of the Redeemable LLC Units, the Company shall be permitted to file a prospectus supplement or prepare such supplemental materials as are then required by the Holders, rules and regulations of the Commission in lieu of filing the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities Statement, in which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth case each reference in this Section 1.1. In such event, the number of shares of Registrable Securities Agreement to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities deemed to be registered for any Holder in a reference to such Resale Existing Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject to (a) Promptly following the other applicable provisions Closing (but in no case later than the close of this Agreementbusiness on the first Business Day following the Closing), the Company LNE shall file within ninety (90) days of the date hereof and use its commercially reasonable efforts to cause to go register for resale on an automatically effective as promptly as practicable a Form S-3 registration statement covering filed with the sale SEC the Registrable Shares exchanged for the Acquired Shares, and promptly upon the request of any Seller, LNE shall register or distribution from qualify such Registrable Shares under any applicable state securities laws (if any), and shall keep such registration statement and such registration or qualification effective, current and available until the earliest of (i) such time to time by the Holders, on a delayed as all Registrable Shares covered thereby have been sold or continuous basis pursuant to can be sold under Rule 415 144 of the Securities Act without any limitation (including without the necessity of all any filing thereunder), (ii) there are no Registrable Shares beneficially owned by Sellers or (iii) the first anniversary of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then effective date of such registration shall be on another appropriate form (including Form S-1) and shall provide for statement. If a Seller desires to sell Registrable Shares after the registration first anniversary of the effective date of such Registrable Securities for resale by such Holders in accordance with any reasonable method registration statement but is prevented from doing so because of distribution elected by the Holders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of under Rule 415 144 of the Securities Act for on the resale volume or method of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal transfer applicable to the maximum number sale of shares as is permitted by the Commissionsuch Registrable Shares, andthen upon written request of such Seller, subject to the provisions of this Section 1.1, the Company shall continue to its LNE will use commercially reasonable efforts to re-register all remaining Registrable Securities as set forth in this Section 1.1. In such event, or maintain the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent effective registration of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” Registrable Shares as set forth above (including by filing a registration statement on Form S-3, to the extent available, to re-register such Registrable Shares). (b) LNE shall furnish to each Seller an electronic version of a conformed copy of the registration statement and of each such amendment and supplement thereto (in each case including all exhibits), an electronic version of a copy of the prospectus contained in such registration statement and any supplements thereto and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, including documents incorporated by reference, as each Seller may reasonably request. (c) LNE shall pay all expenses (other than any underwriting or elsewhere brokerage fees) in this Agreementconnection with such registration and resale under the Securities Act, and such registration or qualification under any applicable state securities laws (if any). LNE shall cause all Registrable Shares to be listed or included on the principal securities exchange or quotation system on which LNE Common Stock is otherwise listed or included from time to time. (d) LNE shall indemnify and hold harmless each Seller, and its respective officers, directors, partners, managers, employees, representatives, agents, trustees and controlling persons from and against any Loss or any actions in respect thereof, to which any of such persons may become subject under the Securities Act or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact required to be stated or necessary to make the statements not misleading in any such registration statement (including any document incorporated by reference therein), except to the extent that such Loss is caused by any such untrue statement or alleged untrue statement based upon information relating to such Seller that is supplied by such Seller for inclusion in such registration statement (including any prospectus related thereto). (e) Each of (a) the Azoff Sellers, jointly and severally, with respect to XXX and the Azoff Trust (and not MSG); and (b) MSG, with respect to MSG (and not XXX or the Azoff Trust) shall indemnify and hold harmless LNE, and its respective officers, directors, partners, managers, employees, representatives, agents, trustees and controlling persons from and against any Loss or any actions in respect thereof, to which any of such persons may become subject under the Securities Act or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact required to be stated or necessary to make the statements not misleading in any such registration statement (including any document incorporated by reference therein), to the extent, but only to the extent, that such Loss is caused by any such untrue statement or alleged untrue statement based upon information relating to such Seller that is supplied by such Seller for inclusion in such registration statement (including any prospectus related thereto). (f) Upon the filing of the registration statement referred to in Section 5.7(a), LNE shall notify the transfer agent for the Sellers’ LNE Common Stock that the restrictive legend described in Section 5.6(e) shall be removed from the Sellers’ LNE Common Stock. Promptly (but in no case later than three (3) Business Days) following a transfer of Registrable Shares by MSG Sub, MSG Sub shall notify LNE whether such transfer was made pursuant to an effective registration statement or in accordance with an exemption from the registration requirements of the Securities Act. (g) LNE shall prepare and file in a timely manner, information, documents and reports in compliance with the Exchange Act so as to comply with the requirements of such Act and the rules and regulations thereunder. If at any time LNE is not required to file reports in compliance with either Section 13 or Section 15(d) of the Exchange Act, LNE at its expense will reasonably promptly, upon the written request of a Seller, make available adequate current public information with respect to LNE within the meaning of Rule 144(c)(2) under the Securities Act.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file within ninety (90) 60 days of the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable thereafter a registration statement covering (or amend an existing registration statement to cover) the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (or any similar provision adopted by the Commission then in effect) of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the HoldersHolders and provided for in such registration statement) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement that shall become effective upon filing with the Commission pursuant to Rule 462(e). If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, ; provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall file within ninety (90) days of the date hereof and use its commercially reasonable efforts to cause to go to, promptly following such date as the Form S-4 (as defined in the Target Merger Agreement) has been declared effective by the SEC or, if earlier the termination of the Target Merger Agreement in accordance with its terms (and in any event, provided that the Holders have sufficiently in advance provided such information as promptly as practicable the Company may reasonably request), prepare and file a registration statement covering the sale or distribution from time to time by the Relevant Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the securities that are Registrable Securities at such time on Form S-3, then such the Company shall use its commercially reasonable efforts to prepare and file a registration shall be statement on another appropriate form (including Form S-1) and which shall provide for the registration of such Registrable Securities for resale by the Relevant Holders in accordance with any reasonable method of distribution elected by such Relevant Holders) (any such registration statement, the “Resale Shelf Registration Statement”) and, if applicable, shall use its commercially reasonable efforts to cause such Resale Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that may become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is then available to the Company for such registration). Following the earlier to occur of the termination of the Target Merger Agreement and the Subsequent Closing (as defined in the Investment Agreement) (the period prior to such earlier occurrence, the “Restricted Period”), the Company and the Investor will cooperate in good faith to promptly amend the Resale Registration Statement to provide for the registration of the Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission SEC prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Relevant Holders or Holders, as applicable, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the CommissionSEC, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities of the Relevant Holders or the Holders, as applicable, as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders on the basis of the percentage of the Registrable Securities owned by such Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities of the Relevant Holders or the Holders, as applicable, as promptly as practicable in accordance with the applicable rules, regulations and guidance of the CommissionSEC. Notwithstanding anything herein to the contrary, if the CommissionSEC, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. (i) Subject to the other applicable provisions of this Agreement, the Company shall use commercially reasonable efforts to prepare and file within ninety (90) days of one year after the date hereof hereof, and use its commercially reasonable efforts to cause to go be declared effective by the SEC as promptly as practicable reasonably possible (but in any event not later than 60 days after filing), a registration statement (the “Resale Shelf Registration Statement”) covering the sale or distribution from time to time by the Holdersany Holder, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act Act, of all of the Registrable Securities Conversion Shares owned by such Holder. The Resale Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1form) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method the plan of distribution elected specified by the Majority Holders. The Resale Shelf Registration Statement shall register at least 110% of the number of Conversion Shares underlying the shares of Series A Preferred Stock, based on the conversion price in effect at that time, then outstanding and owned by the Holders, to account for any decrease in the conversion price due to an increase in the stated value of the Series A Preferred Stock in lieu of the payment of a cash dividend or otherwise. (ii) (Whenever there has been a decrease in the “conversion price of the Series A Preferred Stock due to an increase in the stated value of the Series A Preferred Stock in lieu of the payment of a cash dividend or otherwise, the Company shall, as promptly as is reasonably practicable, amend the initial Resale Shelf Registration Statement” and such registration, the “or file a new Resale Shelf Registration”)Registration Statement, and if to the Company is a WKSI as extent necessary so that the aggregate number of the filing date, Conversion Shares then included in the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statementin respect of shares of Series A Preferred Stock equals at least 110% of the number of Conversion Shares underlying the shares of Series A Preferred Stock then outstanding and owned by the Holders, after giving effect to such decrease in the conversion price. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the The Company shall use its commercially reasonable efforts to cause such post-effective amendment or new Resale Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable, and in any event no later than 90 days after the effective date of such decrease in the conversion price. (iii) [Reserved] (iv) To the extent at any time the staff of the SEC does not permit all of the Registrable Securities then required to be registered hereunder to be registered for resale on any Resale Shelf Registration Statement filed pursuant to this Section 2.01, the Company shall, at the election of the Majority Holders, either (i) file, and cause to be declared effective by the Commission as promptly as practicable after SEC, additional Resale Shelf Registration Statements successively trying to register the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or maximum amount of Registrable Securities until all of the Registrable Securities on have been registered with the Resale Shelf Registration Statement due SEC or (ii) file, and cause to limitations on be declared effective by the use SEC, a registration statement registering a primary offering of Rule 415 Registrable Securities, if necessary to accommodate the inclusion of the Securities Act for the resale of all the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed requested to be included in such Resale Shelf Registration Statementregistration. The Company Any registration statement filed pursuant to this Section 2.01(a)(iv) shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, be deemed a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or for all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company purposes under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

Resale Shelf Registration Statement. Subject to the other any applicable provisions of this Agreementrestrictions on transfer under applicable law, at any time when the Company shall file within ninety (90) days is eligible to use Form S-3, any of the date hereof Ares Lenders and use its commercially reasonable efforts the Fortress Lender, acting as Holders, may request, by providing written notice to cause the Company (a “Resale Shelf Registration Request”), that the Company file a Registration Statement on Form S-3 (or at the Company’s option if then permitted, an amendment, or supplement to go effective as promptly as practicable a an existing registration statement covering on Form S-3) for a public offering of all or such portion of the sale or distribution from time to time Registrable Securities designated by the Holders, on a delayed or continuous basis such Holder pursuant to Rule 415 of promulgated under the Securities Act of all of the Registrable Securities on Form S-3 or otherwise (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then any such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) (statement, the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”). Both the Ares Lenders and the Fortress Lender, and if the Company is a WKSI acting as of the filing dateHolders, the shall each be entitled to deliver one (1) Resale Shelf Registration Request for the filing of a Registration Statement on Form S-3 pursuant to this Section 1.1, as applicable (which, for the avoidance of doubt, shall be an Automatic separate requests from those related to the Shelf Offerings (Section 1.6), Piggyback Registration Statement(Section 1.7) and Demand Registrations (Section 2.1). If the As promptly as is reasonably practicable after receipt of a Resale Shelf Registration Statement is not an Automatic Shelf Registration StatementRequest, then the Company shall use its commercially reasonable efforts to register all Registrable Securities that have been requested to be registered in the Resale Shelf Registration Request; provided that the Company shall not be required to file a Resale Shelf Registration Statement pursuant to this Section 1.1 (i) within sixty (60) days following the effective date of any prior Resale Shelf Registration Statement or Demand Registration Statement by any Holder or (ii) if the number of Registrable Securities proposed to be included therein does not either (a) equal or exceed the Minimum Amount (as defined below) (calculated on the basis of the average closing price of a share of the Common Stock on the New York Stock Exchange over the five trading days preceding such Resale Shelf Registration Request) or (b) represent all of the remaining Registrable Securities. Promptly (but in no event later than five (5) Business Days) after receipt by the Company of a Resale Shelf Registration Request, the Company shall give written notice of such Resale Shelf Registration Request to all other Holders and shall include in such Resale Shelf Registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) Business Days after the delivery of such written notice of a Resale Shelf Registration Request to such Holders. Subject to Section 3.2, the Company shall use commercially reasonable efforts (i) to file a Resale Shelf Registration Statement within ten (10) Business Days following the expiration of the ten (10) Business Day period specified in the immediately preceding sentence, and (ii) if necessary, to cause such Resale Shelf Registration Statement to be declared become effective by the Commission as promptly soon as is reasonably practicable after the filing thereofthereafter. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of If permitted under the Securities Act for the resale of the Registrable Securities by the HoldersAct, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder one that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreementis automatically effective upon filing.