Common use of S-3 Registration Clause in Contracts

S-3 Registration. (a) In compliance with the terms of this Agreement, the Company shall prepare and file with the SEC a registration statement on Form S-3ASR (or such other form that the Company is then eligible to use if not eligible to use Form S-3ASR) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Registration Statement.” (b) The Company shall exercise commercially reasonable efforts to prepare and file the Registration Statement with the SEC no later than fifteen (15) Business Days after the Closing Date; provided, however, that no filing of such Registration Statement shall be required during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144 or (ii) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease to be Registrable Securities. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company such information regarding such Holder as required under Section 3.4(a).

S-3 Registration. (a) In compliance with the terms of this Agreement, the Company shall prepare and file with the SEC a registration statement on Form S-3ASR S-3 (or such other form that the Company is then eligible to use if not eligible to use Form S-3ASRS-3) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Registration Statement.” (b) The As soon as practicable following the Closing Date (as defined in the Merger Agreement) but in any event not more than (x) five (5) Business Days following the Company’s filing of its annual report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 10-K”), or (y) five (5) Business Days following the Closing Date if such date is after the date the Company files the 2020 10-K, the Company shall exercise commercially reasonable efforts to prepare and file with the SEC the Registration Statement with registering the SEC no later than fifteen (15) Business Days after resale of the Closing DateRegistrable Securities; provided, however, that no filing the Company shall not be required to file a Registration Statement (or any amendment thereto) or, if a Registration Statement has been filed but not declared effective by the SEC, request effectiveness of such Registration Statement shall be required Statement, if during any period in which such time that (i) the Company’s xxxxxxx xxxxxxx policy would prohibit directors or executive officers of the Company from trading in the Company’s securities, (ii) the Company otherwise is in a “blackout” period in which the Company is prohibited from registering any securities for its own account or that of any other existing or prospective stockholder or trading in the Company’s securities, or (iii) audited financial statements as of a date other than the fiscal year end of the Company would be required to be prepared and, in the case of each of clauses (i), (ii) and (iii), the time periods with respect to filing or effectiveness thereof shall be tolled correspondingly; provided, further, that the Company shall not be required, if a Registration Statement has been filed but not declared effective by the SEC, to request effectiveness of such Registration Statement until any financial statements that are required to be filed with the SEC by the Company related to the Merger in accordance with Item 2.01 of Form 8-K are so filed, and the time periods with respect to effectiveness thereof shall be tolled correspondingly. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as reasonably practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness (the “Initial Effectiveness Date”) until three (3) years following the earlier of (i) the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144 or (ii) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations Initial Effectiveness Date (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease all Registrable Securities may be sold pursuant to be Registrable SecuritiesRule 144 without any limitation as to manner-of-sale restrictions or volume limitations. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company such information regarding such Holder as required under Section 3.4(a). (d) Holders shall be given a reasonable opportunity to review and reasonably comment on the Registration Statement prior to filing. The Plan of Distribution in the Registration Statement shall include provisions customary for resales by selling shareholders, including that sales may be effected in transactions described in Question 6 of Exhibit B.

S-3 Registration. (a) In compliance with the terms of this Agreement, the Company shall prepare and file with the SEC a registration statement on Form S-3ASR (or such other form that the Company is then eligible to use if not eligible to use Form S-3ASR) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Registration Statement.” (b) The Company shall exercise commercially reasonable efforts to prepare and file the Registration Statement with the SEC no later than fifteen five (155) Business Days after the Closing Date; provided, however, that no filing of such Registration Statement shall be required during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until one (1) year following the earlier of (i) the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144 or (ii) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations Closing Date (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease to be Registrable Securities. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company such information regarding such Holder as required under Section 3.4(a).

S-3 Registration. (ai) In compliance with If at any time after the terms date hereof (i) any Investor requests (a “S-3 Request”) that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of this Agreementall or any portion of the shares of Registrable Securities held by such Investor or Investors, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000 or, if the foregoing is not satisfied, all of the Registrable Securities held by the Investors making the S-3 Request are included in the S-3 Registration and (ii) the Company shall is a registrant entitled to use Form S-3 or any successor form thereto to register such securities, then the Company shall, prepare and and, as soon as practicable, but in no event later than the S-3 Filing Deadline, file with the SEC a registration statement Shelf Registration Statement on Form S-3ASR (or such other form that the Company is then eligible to use if not eligible to use Form S-3ASR) S-3 covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all of the Registrable Securities, provided that such Shelf Registration Statement shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount as of the date such Shelf Registration Statement is initially filed with the SEC; provided, that if such registration is for an Underwritten Offering, the terms of Sections 2(a)(ii) and 2(a)(iv) shall alternatively apply (and any reference to “Demand Registration” therein shall, for purposes of this Section 2(c), instead be deemed a reference to “S-3 Registration”), and provided further, that such request for an Underwritten Offering on Form S-3 shall be deemed a Demand Registration and subject to the limitations for purposes of Section 2(a)(iii). The registration statement (or new registration statement) Such Shelf Registration Statement, and each other Shelf Registration Statement required to be filed pursuant to the terms of this Section 3.1Agreement (to the extent such Shelf Registration is not in connection with an Underwritten Offering), together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated shall contain (except if otherwise directed by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the Required Investors) the “Registration Statement.” (b) Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall exercise commercially use its reasonable best efforts to prepare have such Shelf Registration Statement, and file the each other Shelf Registration Statement with the SEC no later than fifteen (15) Business Days after the Closing Date; provided, however, that no filing of such Registration Statement shall required to be required during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities. Subject filed pursuant to the terms of this Agreement, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline for such Shelf Registration Statement. Whenever the Company shall is required by this Section 2(c) to use commercially reasonable its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 2(a)(i) and 2(a)(v) (including but not limited to the requirements that the Company (A) notify all Investors of Registrable Securities from whom such Request for registration has not been received and provide them with the opportunity to participate in the offering and (B) use its best efforts to have the such S-3 Registration Statement declared and remain effective as soon as practicable after for the time period specified herein) shall apply to such filing registration (and any reference in such Sections 2(a)(i) and 2(a)(v) to “Demand Registration” shall, for purposes of this Section 2(c), instead be deemed a reference to “S-3 Registration”). If the sole or lead managing Underwriter (if not otherwise effective upon filing and to keep any) or the Required Investors of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the success of the offering, then such Registration Statement continuously effective as promptly as practical and shall include such additional disclosure. Notwithstanding anything to the contrary contained herein, no S-3 Request may be made under this Section 2(c) within 90 days after the Effective Date of a Registration Statement filed by the Company covering a firm commitment Underwritten Offering in compliance with which the Securities Act and usable for resale Investors of Registrable Securities covered thereby from the date shall have been entitled to join pursuant to this Agreement in which there shall have been effectively registered all shares of its initial effectiveness until the earlier of (i) the date on which such Registrable Securities as to which registration shall have been disposed requested. Subject to the limitations set forth in Section 2(a)(iii) for an S-3 Request for an Underwritten Offering, there is no limitation on the number of in accordance with the such S-3 Registration Statement or pursuant to Rule 144 or (iithis Section 2(c) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require which the Company is obligated to maintain any Registration Statement once the Shares cease to be Registrable Securitieseffect. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company such information regarding such Holder as required under Section 3.4(a).

S-3 Registration. (a) In compliance with the terms of this Agreement, the Company shall prepare and file with the SEC a registration statement on Form S-3ASR (or such other form that the Company is then eligible to use if not eligible to use Form S-3ASR) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Registration Statement.” (b) The Company shall exercise commercially reasonable efforts to prepare and file the Registration Statement with the SEC no later than fifteen (15) Business Days after the Closing Date; provided, however, that no filing of such Registration Statement shall be required during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) the date on which such time as no Registrable Securities have been disposed remain outstanding (including as a result of the proviso set forth in accordance with the Registration Statement or pursuant to Rule 144 or (iidefinition of Registrable Securities) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease to be Registrable Securities. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company such information regarding such Holder as required under Section 3.4(a).

S-3 Registration. (a) In compliance with the terms of this Agreement, the Company shall prepare and file with the SEC a registration statement on Form S-3ASR (or such other form that the Company is then eligible to use if not eligible to use Form S-3ASR) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Registration Statement.” (b) The Company shall exercise commercially reasonable efforts to prepare and file the Registration Statement with the SEC no later than fifteen (15) Business Days after the Closing Date; provided, however, that no filing of such Registration Statement shall be required (i) during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities. , or (ii) prior to the date which is two (2) Business Days following the Company’s first filing with the SEC after the Closing Date of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144 or (ii) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease to be Registrable Securities. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company such information regarding such Holder as required under Section 3.4(a).

S-3 Registration. (a) In compliance with addition to the terms of this Agreementrights set forth in the preceding paragraph, BofA shall have the Company shall prepare and file with the SEC a registration statement on Form S-3ASR (or such other form right to request that the Company is then eligible to use if not eligible to use file registration statements on Form S-3ASR) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement S-3 (or new registration statementany successor form to Form S-3) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Registration Statement.” (b) The Company shall exercise commercially reasonable efforts to prepare and file the Registration Statement with the SEC no later than fifteen (15) Business Days after the Closing Date; provided, however, that no filing of such Registration Statement shall be required during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale an offering of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144 or (ii) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations (such period, the “Effectiveness Period”an "S-3 Registration"); provided, however, that nothing the number of shares to be included in this Agreement any such S-3 Registration Statement shall require not be less that 4,000,000; provided, further, that the Company shall not be obligated to maintain participate in any Registration Statement once "road-show" or exceptional marketing, diligence or other efforts in connection with such offering and, provided, further, that BofA shall only be permitted to make sales of Registrable Securities under such registration statement during (A) the Shares cease to be Registrable Securities. twenty business days beginning on the second business day following the date on which the Company files a Quarterly Report on Form 10-Q or its Annual Report on Form 10-K (c"Normal Selling Periods") It shall be and (B) any period during which a condition precedent to the obligations registration statement covering sales by other securityholders of the Company is effective and such other securityholders are making sales thereunder or are entitled to take make sales thereunder without obtaining the prior consent of the Company ("Additional Selling Periods") and together with Normal Selling Periods, "Selling Periods"). The Company shall not be required to monitor or advise BofA of the existence of Additional Selling Periods, provided that the Company shall promptly respond to any action inquiry as to whether an Additional Selling Period is in effect as of the date of such inquiry and the following ten business days and, if no Additional Selling Period is in effect on the date of such inquiry, but an Additional Selling Period becomes effective within ten business days following the date of such inquiry, the Company shall promptly notify BofA thereof. The additional demand registrations provided by this Section 2.1(b) may be "shelf-registrations" under Rule 415 of the Securities Act which shelf registrations would be kept effective for an aggregate period of one year (each a "Shelf Registration"), unless otherwise requested by BofA. The aggregate one year effective period for a Shelf Registration shall not run during any period during which BofA is subject to a lock-up or market standoff agreement for the benefit of the Company. The procedures and limitations for effecting the registration of the Registrable Securities on Form S-3 (or any successor form to Form S-3), including the procedure used for any underwriting limitation, if sales of Registrable Securities under Shelf Registrations are pursuant to Section 3.1 or Section 3.2 an underwritten offering, shall be as set forth in this Article 2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company Demand Registrations, and Shelf Registrations will be considered Demand Registrations for such information regarding such Holder as required under Section 3.4(a)purposes unless otherwise specifically provided.

S-3 Registration. In the event that a Selling Holder (a) In compliance with the terms of this Agreement, the Company shall prepare and file with the SEC a registration statement on Form S-3ASR (or such other form that the Company is then eligible to use if not eligible to use Form S-3ASR) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements Affiliates that are Selling Holders) elects to dispose of Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering of at least $15.0 million dollars of Registrable Securities such registration statementSelling Holder shall give notice of such election in writing (including, including post-effective amendmentsDAL02:628488 HOU:3306511.3 but not limited to, and all exhibits and all materials incorporated notification by reference electronic mail; such notice, the “Selling Holder Election Notice”) to Crosstex not less than ten (10) Business Days before the date such Selling Holder intends for such Underwritten Offering to commence. The Selling Holder Election Notice shall specify the number of Registrable Securities that the Selling Holder intends to offer in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as Underwritten Offering and the “Registration Statement.” (b) The Company shall exercise commercially reasonable efforts to prepare and file the Registration Statement with the SEC no expected commencement date thereof. Not later than fifteen two (152) Business Days after receipt by Crosstex of the Closing Date; providedSelling Holder Election Notice, however, that no filing unless Crosstex determines in accordance with Section 2.1(c) to delay such Underwritten Offering (in which event Crosstex shall promptly notify the Selling Holder in writing of such Registration Statement determination), then Crosstex shall be required during any period in which provide written notice (including, but not limited to, notification by electronic mail; such notice, the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities. Subject “Crosstex SH Offering Notice”) to the terms of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale other Holders of Registrable Securities covered thereby of the Selling Holder’s intention to conduct an Underwritten Offering and such notice shall offer such other Holders the opportunity to participate in such Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing. Each such other Holder will have five Business Days after the Crosstex SH Offering Notice has been delivered to request in writing submitted to Crosstex the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received by Crosstex within the date specified time, such Holder shall have no further right to participate in such Underwritten Offering under the Shelf Registration Statement. If, at any time after giving of the Selling Holder Election Notice and prior to the closing of such Underwritten Offering, the Selling Holder giving the Selling Holder Election Notice shall determine for any reason not to undertake or to delay such Underwritten Offering, such Selling Holder may, at its election, give written notice of such determination to Crosstex and Crosstex shall notify the other Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its initial effectiveness until the earlier of (i) the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement or pursuant obligation to Rule 144 or (ii) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease to be Registrable Securities. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.1 or Section 3.2 with respect to include Registrable Securities of any other Holder, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Registrable Securities of any other Holder for the same period as the delay in the Underwritten Offering. Any other Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crosstex of such withdrawal at least one Business Day prior to the time of pricing of such offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Registrable Securities under a Shelf Registration Statement advises Crosstex that the total amount of Registrable Securities which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Registrable Securities offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Crosstex can be sold without having such adverse effect, with such number to be allocated pro rata among the Selling Holders and the other Holders who have requested participation in the Underwritten Offering (based, for each such Selling Holder shall furnish or other Holder, on the percentage derived by dividing (A) the number of shares of Common Stock proposed to be sold by such Selling Holder or such other Holder in such offering; by (B) the Company aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all other Holders in such information regarding such Holder as required under Section 3.4(aUnderwritten Offering).

S-3 Registration. (a) In compliance with the terms of this Agreement, the Company shall prepare and file with the SEC a registration statement on Form S-3ASR S-3 (or such other form that the Company is then eligible to use if not eligible to use Form S-3ASRS-3) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Registration Statement.” (b) The Company shall exercise commercially reasonable efforts to prepare and file the Registration Statement with the SEC no later than fifteen (15) Business Days [8] weeks after the Closing Completion Date; provided, however, that no filing of such Registration Statement shall be required during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) three (3) years following the date on which such Registrable Securities have been disposed of Completion Date (as defined in accordance with the Registration Statement or pursuant to Rule 144 or Share Purchase Agreement), and (ii) such time as no Registrable Securities may be sold pursuant to Rule 144 without any limitation remain outstanding (including as to manner-of-sale restrictions or volume limitations a result of the proviso set forth in the definition of Registrable Securities) (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease to be Registrable Securities. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company such information regarding such Holder as required under Section 3.4(a).

S-3 Registration. (a) In compliance with the terms of this Agreement, the Company shall prepare and file with the SEC a registration statement on Form S-3ASR (or such other form that the Company is then eligible to use if not eligible to use Form S-3ASR) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Registration Statement.” (b) The Company shall exercise commercially reasonable efforts to prepare and file the Registration Statement with the SEC no later than fifteen (15) Business Days after the Closing Date; provided, however, that no filing of such Registration Statement shall be required (i) during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities. , or (ii) prior to the date which is two (2) days following the Company’s first filing with the SEC after the Closing Date of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144 or (ii) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease to be Registrable Securities. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company such information regarding such Holder as required under Section 3.4(a).

S-3 Registration. (a) In compliance with Parent shall use commercially reasonable efforts to become eligible to register the terms resale of this Agreement, the Company shall prepare and file with Parent Common Stock issued in the SEC Merger pursuant to a registration statement on Form S-3ASR S-3 (or such other form that the Company “Form S-3 Registration Statement”). After Parent is then eligible to register the resale of such shares on a Form S-3 Registration Statement, Parent shall use if not its best efforts to so register such shares, subject to the terms of this Section 5.9. Parent shall (i) use its best efforts to file the Form S-3 Registration Statement with the SEC, within sixty (60) days after becoming eligible to use Form S-3ASR) S-3, covering the resale of the shares of Parent Common Stock issued as a secondary offering Merger Consideration hereunder to be made on a continuous basis pursuant to Rule 415 of Holders who have furnished Parent with the requisite information, (ii) use all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Registration Statement.” (b) The Company shall exercise commercially reasonable efforts to prepare and file cause the Form S-3 Registration Statement with to be declared effective as promptly as reasonably practicable thereafter, and (iii) use all commercially reasonable efforts to maintain the SEC no later than fifteen continual effectiveness of the Form S-3 Registration Statement until the first to occur of (15y) Business Days after the Closing Dateresale of all such shares of Parent Common Stock covered by the Form S-3 Registration Statement, and (z) the eligibility of all such shares of Parent Common Stock for resale under Rule 144 of the Securities Act; provided, however, that no filing if Parent shall furnish to the Holders a certificate signed by the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer or the General Counsel of Parent stating that a material corporate development has occurred or a material corporate transaction is under consideration and, in the reasonable good faith judgment of such Registration Statement officer, after consulting with Parent’s counsel, disclosure of such development or transaction in an amendment or supplement to the registration statement (or the related prospectus) would be seriously detrimental to Parent (or would deprive Parent of the opportunity to pursue a significant favorable transaction), then Parent shall be required during any period in which have the Company’s xxxxxxx xxxxxxx policy would right to suspend the effectiveness of such registration statement and to prohibit executive officers each former stockholder of the Company from trading effecting any sale of Parent Common Stock pursuant to such registration statement (and the related prospectus) for one or more periods, which shall not exceed ninety (90) days in any single instance or one hundred eighty (180) days in the Company’s securitiesaggregate. Subject The obligations of Parent pursuant to this Section 5.10 shall terminate on the terms date that all shares of this Agreement, Parent Common Stock issued in the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with Merger are eligible for resale under Rule 144 of the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144 or (ii) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease to be Registrable SecuritiesAct. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company such information regarding such Holder as required under Section 3.4(a).

S-3 Registration. (a) In compliance with the terms of this Agreement, the Company shall prepare and file with the SEC a registration statement on Form S-3ASR (or such other form that or, if the Company is not then eligible to use if not eligible to use Form S-3ASR, Form S-3, Form S-1 or other available form) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8statement, is referred to herein as the “Registration Statement.” ” (b) The Company shall exercise commercially reasonable efforts to prepare and file the Registration Statement with the SEC no later than fifteen (15) Business Days after the Closing Date; provided, however, that no filing of such Registration Statement shall be required required: (i) during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities. securities or in which the Registration Statement should not be filed or an offering of the Shares thereunder should not be made pursuant to any provision of the Securities Act or the Exchange Act or any rule or regulation thereunder; or (ii) if the Closing Date occurs after September 13, 2021, at any time prior to the date which is two (2) Business Days following the Company’s first filing with the SEC after the Closing Date of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144 or (ii) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-of- sale restrictions or volume limitations (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the all Shares cease to be Registrable Securities. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company such information regarding such Holder as required under Section 3.4(a).

S-3 Registration. (a) In compliance with the terms of this Agreement, the Company shall prepare and Parent agrees to file with the SEC (at its sole expense) a registration statement on Form S-3ASR S-3 (or such other form that the Company is then eligible to “S-3 Registration Statement”), if available for use if not eligible to use Form S-3ASR) covering by Parent, registering the resale as by the Shareholders of that number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock issuable at Closing on account of the Aggregate Parent Stock Consideration. Parent shall file the S-3 Registration Statement: (i) on or immediately following the Closing Date, if the Closing occurs on a secondary offering date prior to the commencement of the “no trade period” (the “Quiet Period”) pursuant to Parent’s xxxxxxx xxxxxxx policy (the “Blackout Policy”) preceding the date (the “Earnings Announcement Date”) of Parent’s announcement of its earnings for the period ended April 30, 2011 (the “Earnings Announcement”), (ii) on the fifth trading day on the New York Stock Exchange after the Earnings Announcement Date, if the Closing occurs on a date during the Quiet Period; or (iii) on or immediately following the Closing Date, if Closing occurs after the fifth trading day on the New York Stock Exchange after the Earnings Announcement Date; (the applicable date by which the S-3 Registration Statement is to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed filed, if available for use by Parent, pursuant to this Section 3.1sentence, together with the “S-3 Due Date”). Parent will use commercially reasonable efforts to keep the S-3 Registration Statement continuously effective until all shares of Parent Common Stock covered thereby have been sold or are eligible for sale under Rule 144 promulgated under the Securities Act without any amendments limitation as to volume. Parent shall notify the Shareholders (other than the Founders) and supplements to such registration statementthe Shareholder Representative, including promptly after it shall receive notice thereof, of the date and time the S-3 Registration Statement and each post-effective amendmentsamendment to such S-3 Registration Statement becomes effective or a supplement to any prospectus forming a part of such S-3 Registration Statement has been filed; and Parent shall take all reasonable efforts to cause its transfer agent within three (3) Business Days after delivery of a customary written request by a Shareholder or its broker (accompanied by customary supporting representation letters and similar materials, including such materials customarily required for delivery of an opinion of Parent counsel) upon the sale by such Shareholder of any shares of Parent Common Stock constituting Per Share Parent Stock Consideration that are sold pursuant to the effective S-3 Registration Statement to remove the book entry restrictions containing the substance of the legends described in Section 3.8 hereof with respect to such shares, if applicable (including without limitation taking all reasonable efforts to cause its counsel to issue customary opinions upon receipt of customary supporting materials from the applicable Shareholder and its broker), and otherwise facilitate the movement of such shares from restricted to unrestricted accounts at the request of any Shareholder upon such sale , and to promptly respond to any reasonable broker’s inquiries in connection therewith made of Parent and to take such other reasonable and customary steps in connection therewith (such as using all exhibits reasonable efforts to cause its transfer agent to be reasonably available for conference calls and all materials incorporated by reference otherwise coordinate directly with brokers) as are within Parent’s control in connection with such registration statement other than sales, in each case with a registration statement on Form S-4 or S-8, is referred view to herein as reasonably assisting the “Registration StatementShareholders to complete such sale during such period of effectiveness.” (b) The Company Parent shall exercise commercially reasonable efforts indemnify and hold harmless each Shareholder whose shares of Parent Common Stock are included in the S-3 Registration Statement, each of its officers, directors and partners and each person controlling such Shareholder within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities to prepare and file which such Shareholder, or any such officer, director, partner or controlling person may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement of a material fact contained in the S-3 Registration Statement or any omission to state therein a fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, and Parent will reimburse each such Shareholder and each of its officers, directors and partners and each person controlling such Shareholder, as the case may be, for any reasonable legal and any other expenses reasonably incurred in connection with the SEC no later than fifteen (15) Business Days after the Closing Dateinvestigating, preparing or defending any such loss, claim, damage or liability; provided, however, that no filing of Parent will not be liable in any such Registration Statement shall be required during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities. Subject case to the terms extent that any such loss, claim, damage or liability arises out of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective or is based upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) any untrue statement or omission, made in reliance upon and in conformity with written information furnished to Parent by or on behalf of such Shareholder specifically for use in the date on which such Registrable Securities have been disposed preparation of in accordance with the S-3 Registration Statement or pursuant to Rule 144 Statement, or (ii) the failure of such Registrable Securities may be sold pursuant Shareholder to Rule 144 without any limitation comply with the covenants and agreements applicable to such Shareholder. (c) Each Shareholder shall, if such Shareholder’s shares of Parent Common Stock are included in the S-3 Registration Statement, severally as to manner-such Shareholder only and not jointly, indemnify and hold harmless Parent, each of its officers, directors and partners and each person controlling Parent within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities to which Parent, or any such officer, director, partner or controlling person may become subject (under the Securities Act or otherwise) to the extent that (i) such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of-sale restrictions , or volume limitations are based upon, any untrue statement of a material fact contained in the S-3 Registration Statement or any omission to state therein a fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (such periodas such, the an “Effectiveness PeriodS-3 Misstatement or Omission”), and (ii) such S-3 Misstatement or Omission is made in reliance upon and in conformity with information furnished to Parent in writing by such Shareholder and stated by such Shareholder to be for the specific purpose of use in such S-3 Registration Statement, and subject to the foregoing such Shareholder will reimburse Parent and each of its officers, directors and partners and each person controlling Parent, as the case may be, for any reasonable legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such loss, claim, damage or liability; provided, however, that nothing the several liability of each Shareholder under this Section 6.20(c) shall be limited to an amount equal to the net proceeds of the shares sold by such Shareholder hereunder, unless such liability arises out of or is based on fraud or intentional misconduct by such Shareholder. Each Shareholder shall furnish in this Agreement writing to Parent, acknowledging that such information is for the specific purpose of use in the S-3 Registration Statement, such customary information regarding such Shareholder, the shares of Parent Common Stock held by it and the distribution proposed by such Shareholder as Parent may reasonably request and as shall require be reasonably required in connection with the Company to maintain any S-3 Registration Statement once the Shares cease to be Registrable SecuritiesStatement. (cd) It Each party entitled to indemnification under this Section 6.20 (the “S-3 Indemnified Party”) shall give notice to the party required to provide indemnification (the “S-3 Indemnifying Party”) promptly after such S-3 Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the S-3 Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the S-3 Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the S-3 Indemnified Party (whose approval shall not unreasonably be withheld), and the S-3 Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any S-3 Indemnified Party to give notice as provided herein shall not relieve the S-3 Indemnifying Party of its obligations under this Agreement unless the failure to file such notice is materially prejudicial to an S-3 Indemnifying Party’s ability to defend such action and provided further, that the S-3 Indemnifying Party shall not assume the defense for matters as to which there is a condition precedent conflict of interest or there are separate and different defenses. No S-3 Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each S-3 Indemnified Party (whose consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such S-3 Indemnified Party of a release from all liability in respect to such claim or litigation. The provisions of this Section 6.20 shall govern any indemnification pursuant to this Section 6.20, notwithstanding the provisions of Article VIII or any other provisions hereof. (e) Notwithstanding the provisions of this Section 6.20 but subject to Section 6.20(i), if the filing, initial effectiveness or continued use of the S-3 Registration Statement at any time would require Parent to make an Adverse Disclosure, then Parent may, upon giving written notice of such to the obligations Shareholder Representative, delay the filing or initial effectiveness of, or suspend use of, the S-3 Registration Statement, provided that Parent shall not be permitted to do so for more than 90 days in the aggregate. In the event that Parent exercises its rights under the preceding sentence, the Shareholders agree to immediately suspend their use of the Company S-3 Registration Statement and any prospectus thereunder in connection with any sale or offer to take sell Parent Common Stock. Parent agrees to end its delay of filing or initial effectiveness or suspension of use of the S-3 Registration Statement as provided in this Section 6.20(e) promptly after the termination of any action requirement to make an Adverse Disclosure giving rise to such a delay or suspension. (f) In the event that (i) the Closing occurs during the Quiet Period, and (ii) the Quiet Period Trading Price is equal to or less than 80% of the Parent Trading Price, then Parent will, within 30 days of the date on which the S-3 Registration Statement is filed, pay to each Shareholder (other than Founders and any other Shareholder who was subject to the Blackout Policy applicable in respect of the earnings announced on the Earnings Announcement Date) at the account designated by such Shareholder an amount equal to its S-3 Pro Rata Portion of an aggregate amount equal to the lesser of (x) $10,000,000, and (y) the amount determined by the following formula: [(0.8 x Parent Trading Price) – Quiet Period Trading Price] x [Aggregate Parent Stock Consideration – Number of shares of Parent Common Stock issued at Closing to the Founders and any other Shareholder who was subject to the Blackout Policy applicable in respect of the earnings announced on the Earnings Announcement Date] (g) Parent shall promptly notify (i) prior to Closing, the Company, or (ii) after Closing until such time as Parent is no longer required to maintain the effectiveness of the S-3 Registration Statement, the Shareholders and the Shareholder Representative, if in either case it becomes aware of any Adverse Disclosure. The Company, each Shareholder and the Shareholder Representative shall keep the fact that Parent has given notice of an Adverse Disclosure or otherwise suspended the filing or use of the S-3 Registration Statement pursuant to Section 3.1 6.20(e) and any non-public information provided by Parent in connection therewith, confidential, shall not disclose or reveal any such information to any person or entity and shall not use such information for securities trading or any other purpose. (h) Without limiting Parent’s obligations herein, each Shareholder agrees that until the end of the six-month period following the Closing, such Shareholder and its agents and representatives have not, and will not, solicit offers to buy, offer for sale, sell or engage in hedging transaction with regard to any of Parent Common Stock to be acquired by such Shareholder pursuant to this Agreement or any beneficial interest therein unless such solicitation, offer, sale or engagement in hedging transactions was or is made pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act. (i) If, (i) as of the S-3 Due Date, Form S-3 is not available for use by Parent or an Adverse Disclosure exists which prevents filing of the S-3 Registration Statement; (ii) the S-3 Registration is filed and becomes effective, but after the S-3 Due Date, the S-3 Registration is suspended at any time before it has been effective for at least 15 consecutive calendar days, (iii) the effectiveness of the S-3 Registration Statement is suspended pursuant to Section 3.2 with respect to Registrable Securities 6.20(e), other than a suspension under clause (ii) above, and such suspension continues for a period of a Holder that the Holder more than (ninety) 90 days, Parent shall furnish in any such event promptly give written notice of such event to the Shareholders (other than the Founders) and the Shareholder Representative (an “S-3 Unavailability Notice”). Following receipt of an S-3 Unavailability Notice, the Shareholders shall transfer and deliver to Parent the shares of Parent Common Stock constituting the Per Share Parent Stock Consideration (which, for greater certainty, are the restricted shares of Parent Company Stock received at Closing, and no other shares of Parent Company Stock), duly endorsed for transfer to Parent, together with such information regarding other transfer documentation reasonably requested by Parent at the time of its delivery of the S-3 Unavailability Notice, as promptly as practicable and, in any event, within (ten) 10 Business Days of the date of the S-3 Unavailability Notice. Subject to receipt of such Holder as required under shares of Parent Common Stock and related documentation and compliance with applicable law, Parent will promptly pay or cause to be paid to each of the Shareholders, an amount in cash, without interest, equal to the Parent Trading Price multiplied by the number of shares of Parent Common Stock so transferred to Parent and Parent shall thereupon have no further obligations to such Shareholders pursuant to this Section 3.4(a)6.20.

S-3 Registration. (a) In compliance with the terms of Subject to this AgreementSection 7.11, the Company shall prepare and Buyer hereby agrees to file with for public resale the SEC Shares on a registration statement on Form S-3ASR S-3 (or such other form that the Company as Buyer is then eligible to use if not eligible to use Form S-3ASRuse) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Registration Statement.” (b) The Company shall exercise commercially reasonable efforts to prepare and file the Registration Statement with the SEC no later than fifteen within thirty (1530) calendar days (or the next Business Days after Day thereafter) following the Closing Date; provided, however, that no filing of such Registration Statement shall be required during any period in which the CompanyBuyer’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company Buyer from trading in the CompanyBuyer’s securities. Notwithstanding anything in this Agreement to the contrary, following such registration, the Seller agrees (except with the prior written approval of the Buyer not to be unreasonably withheld or delayed) not to sell any Shares on a particular day, if the sale of such shares would on such day exceed five percent (5%) of the average daily trading volume of the Shares on NASDAQ over the five (5) trading days preceding such date of sale. Subject to the terms of this Agreement, the Company Buyer shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) two (2) years following the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144 or Closing Date, and (ii) such time as no Registrable Securities may be sold pursuant to Rule 144 without any limitation remain outstanding (including as to manner-of-sale restrictions or volume limitations a result of the proviso set forth in the definition of Registrable Securities) (such period, the “Effectiveness Period”); provided. Any holder of the Shares may, however, that nothing by written request to Buyer to remove any or all of the legends described in this Agreement shall require Section 7.11 from any certificates evidencing such Shares (and to remove the Company comparable notation in respect of any Shares in book-entry form), remove such legend(s) or notation(s), if at the time of such written request (i) a registration statement under the Securities Act is at that time in effect with respect to maintain the legended security or (ii) the legended security can be freely transferred in a transaction in compliance with Rule 144 without such a registration statement being in effect, and, in the case if the holder of such Shares (x) executes and delivers a representation letter that includes customary representations regarding the holding requirements and whether such holder is an “affiliate” for purposes of Rule 144, and/or (y) secures the delivery to the Transfer Agent and the Buyer (reasonably acceptable to such Persons) of an opinion by counsel that such legend is not required in order to establish compliance with any Registration Statement once provisions of the Shares cease to be Registrable Securities. (c) Securities Act. It shall be a condition precedent to the obligations of the Company Buyer to take any action pursuant to this Section 3.1 or Section 3.2 7.11 with respect to Registrable Securities of a Holder Runway that the Holder Runway shall furnish to the Company Buyer such information regarding such Holder Runway as required under reasonably requested by Buyer. Runway is an intended third party beneficiary to the agreements and undertakings in this Section 3.4(a)7.11 and Buyer acknowledges that Runway’s agreement to release the Released Encumbrances with respect to the Purchased Assets is given in reliance upon the agreements and undertakings in this Section 7.11.

S-3 Registration. (a) In compliance with the terms of this Agreement, the Company shall prepare and Parent agrees to file with the SEC (at its sole expense) a registration statement on Form S-3ASR S-3, or, if Form S-3 is unavailable for any reason, any other applicable registration statement that would permit secondary sales (or such other form that collectively, the Company is then eligible to use if not eligible to use Form S-3ASR“S-3 Registration Statement”) covering registering the resale as a secondary offering by the Shareholders of that number of shares of Parent Common Stock equal to be made the number of shares of Parent Common Stock issuable at Closing on account of the Aggregate Parent Stock Consideration. Until the S-3 Registration Statement is filed, Parent will use its commercially reasonable efforts to file on a continuous timely basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) reports required to be filed pursuant to this Section 3.1by it under the Exchange Act, together with any amendments materials that are required to be filed with such reports under the Exchange Act, and supplements Parent shall comply with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder with respect to all such registration statementreports, and none of such reports, when filed, shall contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Parent shall use commercially reasonable efforts to file the S-3 Registration Statement as soon as possible following the Closing Date (and in any event no later than five Business Days following the Closing Date), subject to compliance with applicable securities laws, including compliance with disclosure, accountant consent and other applicable requirements of the Securities Act for the S-3 Registration Statement. Parent will use commercially reasonable efforts to keep the S-3 Registration Statement continuously effective until all shares of Parent Common Stock covered thereby have been sold or are eligible for sale under Rule 144 promulgated under the Securities Act without any limitation as to volume. Parent shall notify the Shareholders and the Shareholder Representative, promptly after it shall receive notice thereof, of the date and time the S-3 Registration Statement and each post-effective amendmentsamendment to such S-3 Registration Statement becomes effective or a supplement to any prospectus forming a part of such S-3 Registration Statement has been filed. In order to be included in an S-3 Registration Statement, and all exhibits and all materials incorporated by reference in each Shareholder shall be required to submit to Parent a customary selling security holder questionnaire at least three Business Days prior to the scheduled filing date of such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “S-3 Registration Statement.” (b) The Company Parent shall exercise commercially indemnify and hold harmless each Shareholder whose shares of Parent Common Stock are included in the S-3 Registration Statement, each of its officers, directors and partners and each person controlling such Shareholder within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities (including any reasonable efforts legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such loss, claim, damage or Liability including the reasonable fees and expenses of their attorneys) to prepare and file which such Shareholder, or any such officer, director, partner or controlling person may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement of a material fact contained in the S-3 Registration Statement or any omission to state therein a fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, and Parent will reimburse each such Shareholder and each of its officers, directors and partners and each person controlling such Shareholder, as the case may be, for any reasonable legal and any other expenses reasonably incurred in connection with the SEC no later than fifteen (15) Business Days after the Closing Dateinvestigating, preparing or defending any such loss, claim, damage or Liability; provided, however, that no filing Parent will not be liable in any such case to the extent that any such loss, claim, damage or Liability arises out of or is based upon any untrue statement or omission, made in reliance upon and in conformity with written information furnished to Parent by or on behalf of such Registration Statement shall be required during any period Shareholder specifically for use in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers preparation of the Company from trading S-3 Registration Statement. (c) Each Shareholder shall, if such Shareholder’s shares of Parent Common Stock are included in the Company’s securities. Subject S-3 Registration Statement, severally as to such Shareholder only and not jointly, indemnify and hold harmless Parent, each of its officers, directors and partners and each person controlling Parent within the terms meaning of this AgreementSection 15 of the Securities Act, the Company shall use commercially reasonable efforts from and against any losses, claims, damages or liabilities to have the Registration Statement declared effective as soon as practicable after which Parent, or any such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with officer, director, partner or controlling person may become subject (under the Securities Act and usable for resale of Registrable Securities covered thereby from or otherwise) to the date of its initial effectiveness until the earlier of extent that (i) such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement of a material fact contained in the date on which such Registrable Securities have been disposed of in accordance with the S-3 Registration Statement or pursuant any omission to Rule 144 state therein a fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (as such, an “S-3 Misstatement or Omission”), and (ii) such Registrable Securities S-3 Misstatement or Omission is made in reliance upon and in conformity with information furnished to Parent in writing by such Shareholder and stated by such Shareholder to be for the specific purpose of use in such S-3 Registration Statement, and subject to the foregoing such Shareholder will reimburse Parent and each of its officers, directors and partners and each person controlling Parent, as the case may be sold pursuant to Rule 144 without be, for any limitation as to manner-of-sale restrictions reasonable legal and any other expenses reasonably incurred in connection with investigating, preparing or volume limitations (defending any such periodloss, the “Effectiveness Period”)claim, damage or Liability; provided, however, that nothing the several Liability of each Shareholder under this Section 5.11(c) shall be limited to an amount equal to the net proceeds of the shares sold by such Shareholder under the S-3 Registration Statement, unless such Liability arises out of or is based on fraud or intentional misconduct by such Shareholder. Each Shareholder shall furnish in this Agreement writing to Parent, acknowledging that such information is for the specific purpose of use in the S-3 Registration Statement, such customary information regarding such Shareholder, the shares of Parent Common Stock held by it and the distribution proposed by such Shareholder as Parent may reasonably request and as shall require be reasonably required in connection with the Company to maintain any S-3 Registration Statement once the Shares cease to be Registrable SecuritiesStatement. (cd) It Each party entitled to indemnification under this Section 5.11 (the “S-3 Indemnified Party”) shall give notice to the party required to provide indemnification (the “S-3 Indemnifying Party”) promptly after such S-3 Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the S-3 Indemnifying Party to assume the defence of any such claim or any litigation resulting therefrom, provided that counsel for the S-3 Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be a condition precedent approved by the S-3 Indemnified Party (whose approval shall not unreasonably be withheld), and the S-3 Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any S-3 Indemnified Party to give notice as provided herein shall not relieve the S-3 Indemnifying Party of its obligations under this Agreement except to the obligations extent the failure to file such notice is materially prejudicial to an S-3 Indemnifying Party’s ability to defend such action and provided further, that the S-3 Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or there are separate and different defenses. No S-3 Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each S-3 Indemnified Party (whose consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such S-3 Indemnified Party of a release from all Liability in respect to such claim or litigation. The provisions of this Section 5.11 shall govern any indemnification pursuant to this Section 5.11, notwithstanding the provisions of Article VII or any other provisions hereof. (e) Notwithstanding the provisions of this Section 5.11, if the filing, initial effectiveness or continued use of the Company S-3 Registration Statement at any time would require Parent to take make an Adverse Disclosure, then Parent may, upon giving written notice of such to the Shareholder Representative, delay the filing or initial effectiveness of, or suspend use of, the S-3 Registration Statement, provided that Parent shall not be permitted to do so more than one time and for no more than 30 days in the aggregate. In the event that Parent exercises its rights under the preceding sentence, the Shareholders agree to immediately suspend their use of the S-3 Registration Statement and any action prospectus thereunder in connection with any sale or offer to sell Parent Common Stock. Parent agrees to end its delay of filing or initial effectiveness or suspension of use of the S-3 Registration Statement as provided in this Section 5.11(e) immediately after the termination of any requirement to make an Adverse Disclosure giving rise to such a delay or suspension. (f) Parent shall promptly notify (i) prior to Closing, the Company, or (ii) after Closing until such time as Parent is no longer required to maintain the effectiveness of the S-3 Registration Statement, the Shareholders and the Shareholder Representative, if in either case it becomes aware of any Adverse Disclosure. The Company, each Shareholder and the Shareholder Representative shall keep the fact that Parent has given notice of an Adverse Disclosure or otherwise suspended the filing or use of the S-3 Registration Statement pursuant to Section 3.1 5.11(e) and any non-public information provided by Parent in connection therewith, confidential, shall not disclose or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company reveal any such information regarding to any person or entity and shall not use such Holder as required under Section 3.4(a)information for securities trading or any other purpose.

S-3 Registration. Parent shall effect the issuance of any shares of Parent Common Stock as Merger Consideration hereunder in a private placement pursuant either to Section 4(2) of the Securities Act or such other exemption (if any) from the registration requirements of the Securities Act as may be available. (a) In compliance The Company acknowledges and agrees that, (i) Parent shall be entitled to obtain from each Company Stockholder to whom such shares shall be issued as Merger Consideration hereunder an executed certificate in the form set forth in Schedule 7.11 hereto (or such other form as may be reasonably acceptable to Parent) (the “Stockholder Certificate”) and to rely on the representations of each Company Stockholder therein in connection with the issuance of Parent Common Stock to such Company Stockholder; (ii) the shares of Parent Common Stock so issued will not be registered under the Securities Act (except pursuant to the Form S-3 Registration Statement, as described below) and such shares will constitute “restricted securities” within the meaning of the Securities Act; and (iii) the certificates representing the shares of Parent Common Stock shall bear appropriate legends set forth in Section 2.17 hereof to identify such privately placed shares as being restricted under the Securities Act, to comply with applicable state securities Laws and, if applicable, to notice the restrictions on transfer of such shares. (b) As promptly as practicable after the date of this Agreement, upon Parent’s request, the Company shall distribute a copy of the Stockholder Certificate to each holder of Company Capital Stock for completion, signature and return as promptly as practicable to Parent. The Company shall use all commercially reasonable efforts to cause each holder of Company Capital Stock (i) to execute and deliver a duly completed and signed Stockholder Certificate to Parent as promptly as practicable following the date of this Agreement and Parent’s request therefor, so as to permit Parent to effect such issuance as a private placement, and (ii) to furnish Parent, promptly following the Effective Time, with such further information as may be necessary, in Parent’s reasonable judgment, to effect the registration of the resale of the Parent Common Stock issued in such private placement on the Form S-3 Registration Statement. (c) Parent shall use best efforts to register the resale of such shares, subject to the terms of this AgreementSection 7.11, the Company shall prepare and file with the SEC pursuant to a registration statement on Form S-3ASR S-3 (or such other form that the Company is then eligible to use if not eligible to use Form S-3ASR) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Form S-3 Registration Statement.” ). Parent, shall, subject to the receipt of the Stockholder Certificates and other related information (bi) The Company shall exercise commercially reasonable efforts to prepare and file the Form S-3 Registration Statement with the SEC no later than fifteen within ten (1510) Business Days days after the Closing DateEffective Time covering the resale of the shares of Parent Common Stock issued as Merger Consideration hereunder to Company Stockholders who have furnished Parent with the requisite Stockholder Certificate and other related information, (ii) use all reasonable commercial efforts to cause the Form S-3 Registration Statement to be declared effective as promptly as reasonably practicable thereafter, and (iii) use all reasonable commercial efforts to maintain the continual effectiveness of the Form S-3 Registration Statement until the first to occur of (x) the one (1) year anniversary of the Effective Time, (y) the resale of all such shares of Parent Common Stock covered by the Form S-3 Registration Statement, and (z) the eligibility of all such shares of Parent Common Stock for resale under Rule 144 of the Securities Act; provided, however, that no filing if Parent shall furnish to the Securityholder Representatives a certificate signed by the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer or the General Counsel of Parent stating that a material corporate development has occurred or a material corporate transaction is under consideration and, in the reasonable good faith judgment of the Board of Directors of Parent, after consulting with its counsel, disclosure of such Registration Statement development or transaction in an amendment or supplement to the registration statement (or the related prospectus) would be seriously detrimental to Parent (or would deprive Parent of the opportunity to pursue a significant favorable transaction), then Parent shall be required during any period in which have the Company’s xxxxxxx xxxxxxx policy would right to suspend the effectiveness of such registration statement and to prohibit executive officers each former stockholder of the Company from trading effecting any sale of Parent Common Stock pursuant to such registration statement (and the related prospectus) for one or more periods, which shall not exceed ninety (90) days in any single instance or one hundred eighty (180) days in the Company’s securities. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144 or (ii) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease to be Registrable Securitiesaggregate. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company such information regarding such Holder as required under Section 3.4(a).

S-3 Registration. (a) In compliance with the terms of this Agreement, the Company shall prepare and file with the SEC a registration statement on Form S-3ASR (or such other form that the Company is then eligible to use if not eligible to use Form S-3ASR) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, 3.1 is referred to herein as the “Registration Statement.” (b) The Company shall exercise commercially reasonable efforts to prepare and file the Registration Statement with the SEC no later than fifteen five (155) Business Days after the Closing Date; provided, however, that no filing of such Registration Statement shall be required during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until one year following the earlier of (i) the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144 or (ii) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations Closing Date (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease to be Registrable Securities. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company such information regarding such Holder as required under Section 3.4(a).

S-3 Registration. As soon as practicable after Lithia is eligible to effect an S-3 Registration, and in no event later than January 30, 1998, Lithia shall file an S-3 Registration with the Securities and Exchange Commission (a"SEC"). The obligation of Lithia to include in the S-3 Registration the Lithia Shares held by Seller or Xxxxxxx (hereinafter collectively referred to as the "Selling Shareholders") shall be conditioned upon the Selling Shareholders providing such information regarding the Selling Shareholders, the Lithia Shares held by the Selling Shareholders, and the intended method of distribution as shall be requested by Lithia and required for the Registration. (1) The plan of distribution of the Lithia Shares by the Selling Shareholders, which shall be stated in the S-3 Registration, shall be substantially as follows (except as may be otherwise required by the SEC or state securities law regulators): "The Lithia Shares may be sold from time to time by the Selling Shareholders, or by pledgees, donees, transferees or other successors in interest. Such sales may be made on stock exchanges (including the Nasdaq National Market) or otherwise at prices and on terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The Lithia Shares may be sold by one or more of the following methods: (i) block trades in which the broker or dealer so engaged will attempt to sell the Lithia Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (ii) purchases by a broker or dealer as principal, in a market maker capacity or otherwise, and resale by such broker or dealer for its account pursuant to this Prospectus; and (iii) ordinary brokerage transactions and transactions in which the broker solicits purchasers. In effecting sales, brokers or dealers engaged by the Selling Shareholders may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from the Selling Shareholders in amounts to be negotiated immediately prior to the sale. The Selling Shareholders, such brokers or dealers, and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act of 1933 (the "Act") in connection with such sales. In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 under the Act may be sold under Rule 144 rather than pursuant to this Prospectus" (2) In compliance connection with the terms filing of this Agreementan S-3 Registration Statement, Lithia will as expeditiously as possible: (i) Use its best efforts to cause the Company shall S-3 Registration to be declared effective by the SEC. (ii) Subject to paragraph (v) below, prepare and file with the SEC a registration statement on Form S-3ASR (or such other form that the Company is then eligible to use if not eligible to use Form S-3ASR) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendmentsamendments to any S-3 Registration , and such supplements to the Prospectus, as may be necessary to keep the S-3 Registration continuously effective until all exhibits and all materials incorporated by reference Lithia Shares included in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Registration Statement.” (b) The Company shall exercise commercially reasonable efforts to prepare and file the Registration Statement with the SEC no later than fifteen (15) Business Days after the Closing Date; provided, however, that no filing of such Registration Statement shall be required during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement sold or until twelve (1 2) months after Closing (at which time sales pursuant to Rule 144 or (ii) such Registrable Securities of the Act may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations (such period, the “Effectiveness Period”effected); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease to be Registrable Securities. (ciii) It shall be a condition precedent Promptly notify the Selling Shareholders (and, if requested by any Selling Shareholder, confirm such advice in writing) of: ((l)) the date when the S-3 Registration or any post-effective amendment thereto becomes effective, ((2)) the issuance by the SEC of any stop order suspending the effectiveness of the S-3 Registration, ((3)) the initiation of any proceedings which might lead to the obligations issuance by the SEC of any stop order suspending the effectiveness of the Company S-3 Registration, ((4)) the receipt by Lithia of any notification relating to take the suspension of the qualification of the Lithia Shares for sale in any action jurisdiction or the initiation or threatening of any proceeding for such purpose, and ((5)) the existence of any fact which causes the Prospectus or any document incorporated therein by reference to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Each Selling Shareholder agrees that, upon receipt of any notice from Lithia of the happening of any event of the kind described in clause ((2)) or clause ((5)) of the preceding sentence, that Selling Shareholder will forthwith discontinue disposition of Lithia Shares until that Selling Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by subparagraph (iv). (iv) Subject to subparagraph (v) below, prepare a supplement or post-effective amendment to the S-3 Registration or the related Prospectus or any document incorporated therein by reference, or file any other required document, so that the Prospectus, as thereafter delivered to the purchasers of the Lithia Shares, will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. (v) At any time when the S-3 Registration is effective, give written notice to Selling Shareholders that a "Blackout Period" has commenced. ((1)) Upon receipt of notice that a "Blackout Period" has commenced, the Selling Shareholders shall suspend sales of Lithia Shares pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities the S-3 Registration until Lithia gives notice of the termination of the Blackout Period. During a Holder that the Holder Blackout Period, Lithia's obligations under subparagraph 2(ii) and 2(iv) shall furnish to the Company such information regarding such Holder as required under Section 3.4(a)also be suspended.

S-3 Registration. (a) In compliance with the terms of this Agreement, the Company shall prepare and file with the SEC a registration statement on Form S-3ASR (or such other form that the Company is then eligible to use if not eligible to use Form S-3ASR) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Registration Statement.” (b) The Company shall exercise commercially reasonable efforts to prepare and file the Registration Statement with the SEC no later than fifteen (15) Business Days after the Closing Date; provided, however, that no filing of such Registration Statement shall be required (i) during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities. securities or (ii) prior to the date which is two (2) days following the Company’s first filing with the SEC after the Closing Date of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144 or (ii) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease to be Registrable Securities. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company such information regarding such Holder as required under Section 3.4(a).

S-3 Registration. (a) In compliance with the terms of this Agreement, At any time that the Company shall prepare is eligible to use Form S‑3, a Principal Holder may request (by written notice to the Company stating the number of Registrable Securities proposed to be sold and the intended method of disposition) that the Company file with the SEC a registration statement on Form S-3ASR S-3 (an “S-3 Registration”) for a Public Offering of all or any portion of such other form Holder’s Registrable Securities, or that the Company is then eligible take all steps necessary to include such Registrable Securities in a Form S-3 that the Company has previously filed under Rule 415 under the Securities Act. The Company shall use if not eligible its reasonable best efforts to use Form S-3ASR) covering keep any S-3 Registration continuously effective under the resale Securities Act until the date as a secondary offering to be made on a continuous basis of which all Registrable Securities have been sold pursuant to Rule 415 such S-3 Registration or another Registration Statement filed under the Securities Act (such period of all Registrable Securitieseffectiveness, the “Shelf Period”). The registration statement Company shall not be deemed to have used its reasonable best efforts to keep any S-3 Registration effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Holders not being able to offer and sell any Registrable Securities pursuant to such S-3 Registration during the Shelf Period, unless such action or omission is (x) permitted pursuant to Section 2(c) or new registration statement(y) required to be filed by applicable law, rule or regulation. Whenever the Company is required pursuant to this Section 3.14 to effect the registration of Registrable Securities, together each of the procedures and requirements of Section 2 (including but not limited to the requirement that the Company notify all Holders from whom notice has not been received and provide them with any amendments the opportunity to participate in the offering and supplements the postponement, withdrawal and suspension provisions) shall apply to such registration statementregistration. If at the time of such request the Company is a WKSI, including post-effective amendmentssuch S-3 Registration shall, upon the approval of the Board, cover an unspecified number of Common Stock to be sold by the Company and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Registration Statement.” (b) Holders. The Company shall exercise commercially will use its reasonable best efforts to prepare and file qualify for Form S-3 registration or a similar short-form registration. Notwithstanding the Registration Statement with the SEC no later than fifteen (15) Business Days after the Closing Date; provided, however, that no filing of such Registration Statement shall be required during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities. Subject to the terms of this Agreementforegoing, the Company shall use commercially reasonable efforts have no obligation to have effect any underwritten offering pursuant to this Section 4 involving Substantial Marketing Efforts if, based on the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep current market prices, the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale number of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144 or (ii) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease requested to be Registrable Securities. (c) It shall be a condition precedent included in such offering by the Holders would not yield gross proceeds to the obligations selling Holders of the Company to take any action pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company such information regarding such Holder as required under Section 3.4(a)at least $25 million.

S-3 Registration. (a) In compliance with the terms of this Agreement, the Company shall prepare and file with the SEC a registration statement on Form S-3ASR (or such other form that the Company is then eligible to use if not eligible to use Form S-3ASR) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Registration Statement.” (b) The Company shall exercise commercially reasonable efforts to prepare and file the Registration Statement with the SEC no later than fifteen (15) Business Days after the Closing Date; provided, however, that no filing of such Registration Statement shall be required (i) during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securitiessecurities (which, without limitation, is expected to be applicable hereunder from the Effective Date for a period extending at least until the date of the Company’s press release in respect of certain financial metrics for the Company from the second quarter of 2019) or (ii) prior to the Company’s filing with the SEC of required pro forma financial statements in respect of the Company’s acquisition of Singular Bio, Inc; provided, further, that the Registration Statement shall be filed by the Company with the SEC no later than September 6, 2019. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144 or (ii) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease to be Registrable Securities. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company such information regarding such Holder as required under Section 3.4(a).

S-3 Registration. (a) In compliance with the terms of this Agreement, the Company shall prepare and file with the SEC a registration statement on Form S-3ASR (or such other form that the Company is then eligible to use if not eligible to use Form S-3ASR) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Registration Statement.” ” (b) The Company shall exercise commercially reasonable efforts to prepare and file the Registration Statement with the SEC no later than fifteen (15) Business Days after the Closing Date; provided, however, that no filing of such Registration Statement shall be required (i) during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities. , or (ii) prior to the date which is two (2) days following the Company’s first filing with the SEC after the Closing Date of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144 or (ii) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-of- sale restrictions or volume limitations (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease to be Registrable Securities. (c) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company such information regarding such Holder as required under Section 3.4(a).

S-3 Registration. The Holder shall have the right to request registration on Form S-3 pursuant to Rule 415 under the Securities Act covering the resale of the Registrable Securities in accordance with the following terms: (a) In compliance with Within 90 days after the terms written request of this Agreementthe Holder, the Company shall prepare and file with the SEC Commission a registration statement Registration Statement on Form S-3ASR (or such other form that the Company is then eligible to use if not eligible to use Form S-3ASR) S-3 covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all the Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated Securities issued by reference the Company in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Registration Statement.” (b) The Company shall exercise commercially reasonable efforts to prepare and file the Registration Statement accordance with the SEC no later than fifteen (15) Business Days after terms and conditions of the Closing DateSecurities Purchase Agreement; provided, however, that no the Company shall not be required to register any such Registrable Securities prior to the second anniversary of the closing date of the sale of the Registrable Securities under the Securities Purchase Agreement. (b) If the Company has converted any portion of the Notes, then within 90 days after the written request of the Holder, the Company shall prepare and file with the Commission a Registration Statement on Form S-3 covering the resale of the Registrable Securities issued by the Company upon the conversion of such Notes; provided, however that the Company shall not be required to register any such Registrable Securities (i) if the Holder proposes to sell Registrable Securities at an aggregate price to the public of less than $5,000,000 (or, if applicable, such lesser amount as the Company has converted under the Notes) or (ii) if, in a given twelve-month period, the Company has effected one (1) such registration in such period, unless the Company has converted any portion of the Notes more than once in such twelve-month period, in which case the Company shall, upon request of the Holder, effect additional registrations covering the resale of the Registrable Securities issued upon such conversion(s). (c) Notwithstanding the foregoing, if (i) in the good faith judgment of the Board of Directors of the Company, any registration requested hereunder would be detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such Registration Statement at such time, and (ii) the Company shall be required during any period in which furnish to the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers Holder a certificate signed by the President of the Company from trading stating that in the good faith judgment of the Board of Directors of the Company’s securities. Subject , it would be detrimental to the terms of this Agreement, the Company shall use commercially reasonable efforts to have the for such Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144 or (ii) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease to be Registrable Securities. (c) It shall be a condition precedent to filed in the obligations near future and that it is, therefore, in the best interests of the Company to take defer the filing of such Registration Statement, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after the receipt of the request of the Holder, and provided, further, that the Company shall not defer its obligation in this manner more than once in any action pursuant twelve-month period. (d) Notwithstanding anything to the contrary contained in this Section 3.1 2.1, the Holder agrees that it shall not at any time transfer, sell or Section 3.2 with respect to otherwise dispose of Registrable Securities within any three-month period in an amount which shall exceed the volume limitations set forth in Rule 144(e) of a Holder that the Holder shall furnish to the Company Securities Act, unless such information regarding such Holder as required under Registrable Securities are included in an underwritten public offering in accordance with Section 3.4(a)2.3(d) hereof.

S-3 Registration. (a) In compliance with the terms of this AgreementWithin 10 Business Days after Completion, the Company Vignette shall prepare and file with the SEC a registration statement on Form S-3ASR an S-3 Registration Statement (or such other form that the Company is then eligible to use if not eligible to use Form S-3ASR) covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Registration Statement”) covering the Payment Shares and OH Compensation Shares (“Registrable Securities”).” (b) The Company Such Registration Statement shall exercise commercially comply in form with all applicable SEC requirements. Vignette shall use all reasonable best efforts to prepare and file cause the Registration Statement with to become effective as soon thereafter as practicable. Vignette shall request the SEC no later than fifteen (15) Business Days after the Closing Date; provided, however, that no filing of such Registration Statement shall be required during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers immediate acceleration of the Company from trading in the Company’s securities. Subject to the terms effectiveness of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable but in no event later than two (2) business days after such filing if any notification by the SEC of its decision not otherwise effective upon filing to review the Registration Statement or its determination that it has completed its review of the Registration Statement and to has no further comments for Vignette; (c) Vignette shall keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) the date on which such all Registrable Securities shall have been disposed of in accordance with registered and sold pursuant to the Registration Statement or pursuant to Rule 144 Statement, or (ii) such time as all outstanding Registrable Securities may be sold pursuant within a three month period under Rule 144, as it may be amended from time to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease to be Registrable Securitiestime. (cd) It shall be With a condition precedent view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Registrable Securities to the obligations public without registration, for so long as any Seller owns any Registrable Securities, Vignette shall: (i) make and keep adequate, current public information available, as required by and defined in Rule 144, at all times; (ii) use its best efforts to file with the SEC in a timely manner all reports and other documents required of Vignette under the Company to take Securities Exchange Act; and (iii) so long as any action pursuant to Section 3.1 or Section 3.2 with respect to Seller owns any Registrable Securities of a Holder that the Holder shall Security, furnish to the Company Seller forthwith upon request, a written statement by Vignette as to its compliance with the reporting requirements of said Rule 144, a copy of the most recent annual or quarterly report of Vignette and such information regarding other reports and documents of Vignette as a Seller may reasonably request in availing itself of any rule or regulation of the SEC allowing a stockholder of Vignette to sell any such Holder as required under Section 3.4(a)securities without registration.

S-3 Registration. (a) In compliance with If, at any time when the terms of this Agreement, the Company shall prepare and Corporation is eligible to file with the SEC a registration statement on Form S-3ASR S-3 (or such other form any successor form) under the Securities Act (an “S-3 Registration Statement”), the Corporation receives a written request from the Investor desiring to sell Registrable Shares with an aggregate offering value as of the time of the request of at least $1,000,000 (an “S-3 Demand”) that the Company is then eligible to use if not eligible to use Form S-3ASR) covering Corporation file an S-3 Registration Statement and specifying the resale as a secondary offering aggregate number of Registrable Shares to be made on a continuous basis pursuant registered and the intended method of distribution thereof, then the Corporation shall, as soon as reasonably practicable after receipt of such request, use its commercially reasonable efforts to Rule 415 cause the registration of all Registrable Securities. The Shares with respect to which registration statement has been so requested. (or new registration statementb) required Notwithstanding subsection (a) above, the Corporation is not obligated to be filed file any S-3 Registration Statement pursuant to this Section 3.1(i) more than one (1) time, together (ii) within 180 days after the effective date of any other registration statement filed by the Corporation under the Securities Act for any offering of Common Stock or other securities of the Corporation or (iii) during the period commencing with any amendments and supplements the date thirty (30) days prior to such registration statement, including post-effective amendmentsthe Corporation’s good faith estimate of the date of filing of, and all exhibits and all materials incorporated by reference in such registration statement other than ending on a date ninety (90) days after the effective date of, a registration statement on Form S-4 or S-8of securities for the Corporation’s account, provided that the Corporation is referred to herein as the “Registration Statement.” (b) The Company shall exercise actively employing in good faith commercially reasonable efforts to prepare and file cause such registration statement to become effective. In addition, the Corporation may postpone for up to 120 days the filing or effectiveness of an S-3 Registration Statement with pursuant to this Section if the SEC no later than fifteen Board of Directors of the Corporation determines in good faith that filing a S-3 Registration Statement at such time would have a material adverse effect upon a proposed sale of all (15or substantially all) Business Days after of the Closing Date; providedCorporation’s assets, howeveror a merger, reorganization, recapitalization or similar transaction materially affecting the Corporation’s capital structure or equity ownership, or that no the filing of a S-3 Registration Statement would require the disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential and it is therefore important to defer the filing of such S-3 Registration Statement shall be required during any period in which the Company’s xxxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement continuously effective as promptly as practical and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) the date on which such Registrable Securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144 or (ii) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to maintain any Registration Statement once the Shares cease to be Registrable SecuritiesStatement. (c) It Any “takedown” under a shelf registration statement shall be a condition precedent to underwritten at the obligations request of the Company Investor. Any request for such a “takedown” that is intended to take any action be an Underwritten Offering shall be made pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder 2(a) such that the Holder shall furnish provisions relating to effecting a registration statement under this Section 2 apply to effecting the Company such information regarding such Holder as required takedown under Section 3.4(a)the shelf registration statement.