Common use of Resale Shelf Registration Clause in Contracts

Resale Shelf Registration. 2.1.1 PubCo shall use its reasonable best efforts to (a) file within thirty (30) days following the Acquisition Closing, and use reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form F-1 (the “Form F-1 Shelf”) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis and (b) keep such Form F-1 Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until the earliest of such time as (i) a Form F-3 Shelf is declared effective pursuant to Section 2.1.3, or (ii) all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or supplement to the Prospectus forming part of such Registration Statement or (iii) if only Registrable Securities have not been so disposed of as set forth in Section 2.1.1(b)(ii) such securities have ceased to be Registrable Securities. 2.1.2 Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. 2.1.3 Following the filing of a Form F-1 Shelf, PubCo shall use reasonable efforts to convert and/or file, and to cause to become effective, the Form F-1 Shelf (and each Subsequent Shelf) to a Registration Statement for a Shelf Registration on Form F-3 (the “Form F-3 Shelf”), or file and cause to become effective a new Form F-3 Shelf, in any such case covering the sale or distribution of all Registrable Securities, as soon as practicable, and in any event within forty-five (45) days, after PubCo is eligible to use Form F-3.

Resale Shelf Registration. 2.1.1 PubCo shall use its reasonable best efforts to (a) The Company shall, at its cost, use its commercially reasonable efforts to file within thirty as promptly as practicable (30but in no event more than 150 days after the Closing Date (as defined in the Purchase Agreement)) days following with the Acquisition Closing, Securities and Exchange Commission (the "COMMISSION") and thereafter shall use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form F-1 registration statement (the “Form F-1 Shelf”) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing"SHELF REGISTRATION STATEMENT") on a delayed or continuous basis and (b) keep such Form F-1 Shelf continuously effective, available for use and in compliance with the provisions of an appropriate form under the Securities Act until of 1933, as amended (the earliest "SECURITIES ACT"), within 220 days of such the Closing Date, relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 8(d) hereof) by the Holders thereof from time as (i) a Form F-3 Shelf is declared effective pursuant to Section 2.1.3, or (ii) all Registrable Securities and other securities covered by such Registration Statement have been disposed of time in accordance with the intended method(s) methods of distribution set forth in such the Shelf Registration Statement or supplement and Rule 415 under the Securities Act (hereinafter, the "SHELF REGISTRATION"); PROVIDED, HOWEVER, that no Holder (other than the Purchaser) shall be entitled to have the Prospectus forming part of Securities held by it covered by such Shelf Registration Statement or (iii) if only Registrable Securities have not been so disposed of as set forth unless such Holder agrees in Section 2.1.1(b)(ii) such securities have ceased writing to be Registrable Securitiesbound by all the provisions of this Agreement applicable to such Holder. 2.1.2 Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. 2.1.3 Following the filing of a Form F-1 Shelf, PubCo (b) The Company shall use commercially reasonable efforts to convert and/or filekeep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Transfer Restricted Securities, for a period of two (2) years (or for such longer period if extended pursuant to Section 2(h) below or by the last sentence of this Section 1(b)) from the date of its effectiveness or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities as defined in Section 8(d) hereof (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless (i) such action is required by applicable law or (ii) upon the occurrence of any event contemplated by Section 2(b)(v) below, such action is taken by the Company in good faith and for valid business reasons and the Company thereafter complies with the requirements of Section 2(h) hereof. Notwithstanding anything herein to the contrary, to the extent the Shelf Registration Statement is declared effective prior to the 180th day following the Closing Date, the period of effectiveness of such Shelf Registration Statement provided for in this Section 1(b) shall be extended by the number of days in the period from the effectiveness date of such Shelf Registration Statement to the 180th day following the Closing Date. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to become comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Each Holder agrees that if such Holder wishes to sell such Holder's Transfer Restricted Securities pursuant to a Shelf Registration Statement and related prospectus, it will do so in accordance with this Section 1(d). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related prospectus agrees to deliver a Notice and Questionnaire (the form of which is attached as ANNEX A hereto) to the Company. The Company will include in the Shelf Registration Statement as a selling securityholder each Holder that delivers such properly completed Notice and Questionnaire as of or prior to the Closing Date. The Company will use its commercially reasonable efforts to include in the Shelf Registration Statement any Holder which fails to provide such properly completed Notice and Questionnaire as of or prior to the Closing Date but otherwise provides such properly completed Notice and Questionnaire prior to the commencement of the Shelf Registration Period. Except as described above and below, the Company shall have no obligation to include in the Shelf Registration Statement a Holder which fails to provide the Company with such properly completed Notice and Questionnaire as of or prior to the Closing Date. From and after the date the Shelf Registration Statement is declared effective, the Form F-1 Shelf (and each Subsequent Shelf) to a Registration Statement for a Shelf Registration on Form F-3 (the “Form F-3 Shelf”), or file and cause to become effective a new Form F-3 Shelf, in any such case covering the sale or distribution of all Registrable SecuritiesCompany shall, as soon promptly as practicableis practicable after the date a properly completed Notice and Questionnaire is delivered, and in any event within fortythirty (30) days after such date, (i) if required by law, file with the Commission a post-five effective amendment to the 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 a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use all commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as practical, but in any event by the date that is thirty (4530) daysbusiness days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 1(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 1(d)(i); PROVIDED, after PubCo THAT if such Notice and Questionnaire is eligible delivered during a period in which the use of such prospectus is suspended pursuant to use Form F-3Section 2(h) hereof, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of such suspension period. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that has not supplied the requisite information as required by and in accordance with the procedures and time periods set forth in this Section 1(d) as a selling securityholder in any Shelf Registration Statement and related prospectus and any amendment or supplement thereto.

Resale Shelf Registration. 2.1.1 PubCo shall use its reasonable best efforts to (a) On or prior to each Filing Date, the Company shall prepare and file within thirty (30) days following with the Acquisition Closing, and use reasonable efforts to cause to be declared effective as soon as practicable thereafter, Commission a Registration Statement for a Shelf Registration on Form F-1 (the “Form F-1 Shelf”) covering the resale of all of the Registrable Securities (determined as of two Business Days prior that are not then registered on an effective Registration Statement for an offering to such filing) be made on a delayed or continuous basis pursuant to Rule 415. Subject to the terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and (b) shall use its commercially reasonable best efforts to keep such Form F-1 Shelf Registration Statement continuously effective, available for use and in compliance with the provisions of effective under the Securities Act until the earliest of all Registrable Securities covered by such time as Registration Statement (i) a Form F-3 Shelf is declared effective have been sold, thereunder or pursuant to Section 2.1.3Rule 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 compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and other securities covered by such use its commercially reasonable efforts to file amendments to the Registration Statement have been disposed as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the intended method(sSEC Guidance, including without limitation, “Compliance and Disclosure Interpretation 612.09”. (c) Notwithstanding any other provision of distribution set this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) first, the Company shall reduce or supplement eliminate any securities to be included by any Person other than a Holder or the warrant shares set forth on Schedule 2(c) attached hereto; (ii) second, the Company shall reduce Registrable Securities represented by Warrant Shares and any warrant shares included on Schedule 2(c) (applied, in the case that if some Warrant Shares and warrant shares set forth on Schedule 2(c) may be registered, to the Prospectus forming part Holders and such other holders on a pro rata basis based on the total number of unregistered Warrant Shares issuable to such Registration Statement or Holders and warrant shares issuable to the other holders); and (iii) if only third, the Company shall reduce Registrable Securities have not been so disposed represented by shares of as Common Stock issued in the Offering (applied, in the case that if some of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders). (d) In the event the Company amends the Registration Statement in accordance with the foregoing, the Holder shall be entitled to the rights set forth in Section 2.1.1(b)(ii6(d) such securities have ceased of this Agreement with respect to be those Registrable Securities that were not registered for resale on the Registration Statement, as amended. (e) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Exhibit A (the “Selling Stockholder Questionnaire”) concurrently with the Holder’s subscription for the Registrable Securities. 2.1.2 Such Shelf shall provide for (f) If the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. 2.1.3 Following the filing of a Form F-1 Shelf, PubCo shall use reasonable efforts to convert and/or file, and to cause to become effective, the Form F-1 Shelf (and each Subsequent Shelf) to a Registration Statement for a Shelf Registration is not declared effective on Form F-3 or before the Effectiveness Date (an “Event” and the date of such Event, an “Form F-3 ShelfEvent Date”), or file and cause the Company shall pay to become effective a new Form F-3 Shelf, in any such case covering the sale or distribution each holder of all Registrable Securities, as soon partial liquidated damages and not as practicablea penalty, an amount equal to one and one-half percent (1.5%) of such holder’s investment on every thirty (30) day anniversary of such Event Date until such failure is cured in any event within forty-five cash or in unregistered shares of Common Stock or a combination thereof. The payment amount shall be prorated for partial thirty (4530) days, after PubCo is eligible to use Form F-3.day

Resale Shelf Registration. 2.1.1 PubCo (a) The Company shall use its reasonable best efforts to (a) file within thirty (30) days following six months of the Acquisition Closing, and use reasonable efforts to cause to be declared effective as soon as practicable thereafter, date hereof a Registration Statement for a Shelf Registration on Form F-1 (the “Form F-1 Shelf”) registration statement covering the resale of all sale or distribution from time to time by the Registrable Securities (determined as of two Business Days prior to such filing) Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, including without limitation, by way of underwritten offering, block sale or other distribution plan designated by the Holders of a majority of the Registrable Securities, 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 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 shall use its best efforts to cause such Resale Shelf Registration to be declared effective by the Commission as promptly as possible after the filing thereof, but in any event prior to the twelve month anniversary of the date of this Agreement. (b) keep such Form F-1 Shelf continuously Once declared effective, available the Company shall, subject to Section 9(j), use its best efforts to cause the Resale Shelf Registration to be continuously effective and usable until such time as there are no longer any Registrable Securities (the “Effectiveness Period”). (c) If any Shelf Registration ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts to promptly cause such Shelf Registration to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration), and in compliance with any event shall within 30 days of such cessation of effectiveness, amend such Shelf Registration in a manner reasonably expected to obtain the provisions withdrawal of any order suspending the effectiveness of such Shelf Registration or, file an additional registration statement (a “Subsequent Shelf Registration”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Holders thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (x) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after such filing, but in no event later than the date that is 90 days after such Subsequent Shelf Registration is filed and (y) keep such Subsequent Shelf Registration (or another Subsequent Shelf Registration) continuously effective until the earliest end of the Effectiveness Period. Any such time as (i) Subsequent Shelf Registration shall be a Form F-3 Shelf is declared effective pursuant to Section 2.1.3, or (ii) all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or supplement on Form S-3 to the Prospectus forming part of extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement or (iii) if only Registrable Securities have not been so disposed of as set forth in Section 2.1.1(b)(ii) such securities have ceased to shall be Registrable Securities. 2.1.2 Such Shelf on another appropriate form and shall provide for the resale registration of the such Registrable Securities included therein pursuant to for resale by such Holders in accordance with any reasonable method or combination of methods legally available to, and requested by, any Holder named thereindistribution elected by the Holders. 2.1.3 Following (d) The Company shall supplement and amend any Shelf Registration if required by the filing rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration if required by the Securities Act or as reasonably requested by the Holders covered by such Shelf Registration. (e) If a person becomes a Holder of a Form F-1 Shelf, PubCo shall use reasonable efforts to convert and/or file, and to cause to become effective, the Form F-1 Shelf (and each Subsequent Shelf) to a Registration Statement for Registrable Securities after a Shelf Registration on Form F-3 becomes effective under the Securities Act, the Company shall, as promptly as is reasonably practicable following delivery of written notice to the Company of such person becoming a Holder and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration (the a “Form F-3 ShelfSubsequent Holder Notice”), or file and cause to become effective a new Form F-3 Shelf, in any such case covering the sale or distribution of all Registrable Securities, as soon as practicable, and in any event within forty15 days after such date: (i) if required and permitted by applicable law, file with the Commission a supplement to the related prospectus or a post-five effective amendment to the Shelf Registration and any necessary supplement or amendment to any document incorporated therein by reference and file any other required document with the Commission so that such Holder is named as a selling securityholder in the Shelf Registration and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable Securities in accordance with applicable law; provided, however, that if a post-effective amendment is required by the rules and regulations of the Commission in order to permit resales by such Holder, the Company shall not be required to file more than one post-effective amendment or a supplement to the related prospectus for such purpose in any 45-day period; (45ii) daysif, pursuant to Section 5(e)(i), the Company shall have filed a post-effective amendment to the Shelf Registration, use its efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is reasonably practicable, but in any event by the date that is 60 days after PubCo the date such post-effective amendment is eligible required by this Section 5(e) to use Form F-3be filed; and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to clause (i) above. (f) The Holders of a majority of the Registrable Securities may on one occasion after the Resale Shelf Registration Statement becomes effective deliver a written notice to the Company (the “Underwritten Offering Notice”) specifying that the sale of some or all of the Registrable Securities subject to the Shelf Registration, not to be less than 1,000,000 shares of Registrable Securities, is intended to be conducted through an underwritten offering (the “Underwritten Offering”). In the event of an Underwritten Offering: (i) The Holders of a majority of Registrable Securities to be included in such Underwritten Offering shall have the right to select the managing underwriter or underwriters to administer the offering; provided, however, that such managing underwriter or underwriters shall be reasonably acceptable to the Company. (ii) The Holders of Registrable Securities to be included in such Underwritten Offering and the Company shall enter into an underwriting agreement in such customary form as shall have been negotiated and agreed to by the Company with the underwriter or underwriters selected for such underwriting. (iii) Notwithstanding any other provision of this Section 5, if the managing underwriter or underwriters of a proposed Underwritten Offering advises the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to be included in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering in light of market conditions, the Registrable Securities shall be included on a pro rata basis upon the number of securities that each Holder shall have requested to be included in such offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the managing underwriters may round the number of shares allocated to any Holder or other holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwriters. (g) In the event any Holder requests to participate in a Shelf Registration pursuant to this Section 5 in connection with a distribution of Registrable Securities to its partners or members, the Shelf Registration shall in the event such distribution and subsequent resale is permitted by applicable law provide for resale by such partners or members, if requested by such Holder.