Common use of Filing and Effectiveness Clause in Contracts

Filing and Effectiveness. 1.1.1. Subject to the terms hereof, the Company agrees that, within forty-five (45) calendar days following June 23, 2023, the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement on Form S-3 (the “Initial Registration Statement” and, the date on which the Initial Registration Statement is filed, the “Filing Date”) registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the Filing Date, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, and the Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Date and (b) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). In the event the Company is not eligible to file a Form S-3 Registration Statement as of June 23, 2023, the Company shall file with the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the date such Registration Statement is filed with the Commission (such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial Registration Statement” for the purposes hereof), subject to the effectiveness conditions set forth in the preceding sentence. “Registrable Securities” means (i) the Closing Issuance Shares, (ii) the Subsequent Issuance Shares, to the extent issued pursuant to this Agreement, (iii) any shares of capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to any of the foregoing and (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing. For purposes of clarification, any failure by the Company to file the Initial Registration Statement by the Filing Date or to effect such Initial Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Initial Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “Investors” shall include any Person to which the rights under this Section 5 shall have been duly assigned. The Company will provide a draft of the Initial Registration Statement to Investors for review at least five (5) Business Days in advance of filing the

Filing and Effectiveness. 1.1.1. Subject to the terms hereof, the Company agrees that, within forty-five (45) calendar days following June 23, 2023, the The Company will file with a Registration Statement relating to any Demand Registration within 30 calendar days, and will use its reasonable efforts to cause the Commission (at same to be declared effective by the Company’s sole cost SEC as soon as practicable thereafter, and expense) a registration statement on Form S-3 (the “Initial Registration Statement” andin any event, within 45 calendar days, of the date on which the Initial Registration Statement is filed, first filed with the “Filing Date”) registering SEC. All requests made pursuant to this Section 3 will specify the resale number of the Registrable Securities to be registered and will also specify the intended methods of disposition thereof; PROVIDED, that if the holder demanding such registration specifies one particular type of underwritten offering, such method of disposition shall be such type of underwritten offering or a series of such underwritten offerings (as defined below), such demanding holders of Registrable Securities may elect) during the period during which the Registration Statement is effective. The Company will keep the Registration Statement filed in respect of a Demand Registration effective for a period of up to 90 calendar days from the extent issued and outstanding date on which the Filing Date, on a delayed or continuous basis SEC declares such Registration Statement effective (subject to extensions pursuant to Rule 415 under the Section 6 hereof) or such shorter period that will terminate when all Registrable Securities Act, and the Company shall use its commercially reasonable efforts to have the Initial deemed by such Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial have been sold pursuant to such Registration Statement) following the Filing Date and (b) the fifth (5th) Business Day after the date the Company . If any Demand Registration is notified (orally or in writing, whichever is earlier) requested to be effected as a "shelf" registration by the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (holders of Registrable Securities demanding such earlier date, the “Effectiveness Deadline”). In the event the Company is not eligible to file a Form S-3 Registration Statement as of June 23, 2023Demand Registration, the Company shall file with will keep the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale filed in respect thereof effective for a period of the Registrable Securities (as defined below), up to the extent issued and outstanding on 12 months from the date on which the SEC declares such Registration Statement is filed with the Commission effective (subject to extension pursuant to Section 6 hereof) or such filing date then being deemed the “Filing Date” and shorter period that will terminate when all Registrable Securities covered by such Registration Statement then being deemed the “Initial have been sold pursuant to such Registration Statement” for . Within ten calendar days after receipt of such Demand Notice, the purposes hereof)Company will serve written notice thereof (the "NOTICE") to all other holders of Registrable Securities and will, subject to the effectiveness conditions set forth provisions of Section 3(c) hereof, include in the preceding sentence. “such registration all Registrable Securities” means (i) the Closing Issuance Shares, (ii) the Subsequent Issuance Shares, to the extent issued pursuant to this Agreement, (iii) any shares of capital stock issued or issuable as a dividend on or in exchange for or otherwise Securities with respect to any which the Company receives written requests for inclusion therein within 20 calendar days after the receipt of the foregoing and (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing. For purposes of clarification, any failure Notice by the Company to file the Initial Registration Statement by the Filing Date or to effect such Initial Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Initial Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “Investors” shall include any Person to which the rights under this Section 5 shall have been duly assignedapplicable holder. The Company holders of Registrable Securities will provide be permitted to withdraw Registrable Securities from a draft Registration at any time prior to the effective date of the Initial Registration Statement to Investors for review at least five (5) Business Days in advance of filing thesuch registration.

Filing and Effectiveness. 1.1.1. Subject to The Corporation shall: (a) As soon as reasonably practicable but in no event later than 30 days after the terms hereofClosing Date (unless such time period is extended by the mutual agreement of the parties), the Company agrees that, within forty-five (45) calendar days following June 23, 2023, the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement on Form S-3 (the “Initial Registration Statement” and, the date on which the Initial Registration Statement is filed, the “Filing Date”) registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the Filing Date, on a delayed or continuous basis pursuant to Rule 415 under the Securities ActCommission, and the Company shall thereafter use its commercially reasonable efforts to have the Initial Registration Statement cause to be declared effective as soon as reasonably practicable after the filing thereof, but in no event later than the earlier of 120 days after such filing is made (a) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Date and (b) the fifth (5th) Business Day after the date the Company unless such time period is notified (orally or in writing, whichever is earlier) extended by the Commission that mutual agreement of the Initial parties), a Shelf Registration Statement will not be “reviewed” or will not be subject relating to further review (such earlier datethe offer and sale by the Buyer of the Registrable Securities issuable upon conversion of the ESOP Shares, from time to time in accordance with the “Effectiveness Deadline”)methods of distribution elected by the Buyer. In the event the Company fails to file the Registration Statement or the Registration Statement is not eligible declared effective within the time periods set forth herein, then the Buyer shall have the right to file a Form S-3 rescind the purchase of the ESOP Shares under the Purchase Agreement. (b) Subject to the provisions of Section 4, use its reasonable best efforts to keep the Shelf Registration Statement as continuously effective in order to permit the Prospectus to be usable by the Buyer for a period of June 23two years from the Closing Date, 2023, or for such shorter period that will terminate when all Registrable Securities covered by the Company shall file with the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Shelf Registration Statement on Form S-1 registering have been sold pursuant to the resale of the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (as defined belowthe "Effectiveness Period"). (c) Notwithstanding any other provisions hereof, use its reasonable best efforts to the extent issued and outstanding on the date such Registration Statement is filed with the Commission (such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial Registration Statement” for the purposes hereof), subject to the effectiveness conditions set forth in the preceding sentence. “Registrable Securities” means ensure that (i) the Closing Issuance SharesShelf Registration Statement and any amendment thereto, at the time each such registration statement or amendment thereto becomes effective, and any Prospectus as of the date thereof forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) the Subsequent Issuance SharesShelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the extent issued pursuant to this Agreement, statements therein not misleading and (iii) any shares Prospectus, and any supplement to such Prospectus (as amended or supplemented from time to time)(each, as of capital stock issued the date thereof), does not include an untrue statement of a material fact or issuable as omit to state a dividend on or material fact necessary in exchange for or otherwise with respect order to make the statements, in light of the circumstances under which they were made, not misleading; provided that clauses (ii) and (iii) of this paragraph shall not apply to any of the foregoing and (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing. For purposes of clarification, any failure information provided by the Company Buyer. The Corporation further agrees, if necessary, to file amend the Initial Shelf Registration Statement or supplement the Prospectus, as required by Section 3(b), and to furnish to the Filing Date Buyer copies of any such amendment or to effect such Initial Registration Statement by supplement promptly after its being filed with the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Initial Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “Investors” shall include any Person to which the rights under this Section 5 shall have been duly assigned. The Company will provide a draft of the Initial Registration Statement to Investors for review at least five (5) Business Days in advance of filing theCommission.

Filing and Effectiveness. 1.1.1. Subject to the terms hereof, the Company agrees that, within forty-five (45i) calendar days following June 23, 2023, the The Company will file with a Registration Statement relating to any Demand Registration as promptly as reasonably practicable (but in any event within 90 days in the Commission (at the Company’s sole cost and expense) case of a registration statement made on Form S-1, or a comparable successor form, as applicable, or 45 days in the case of any registration made on Form S-3 (the “Initial Registration Statement” andor a comparable successor form, as applicable) following the date on which the Initial Demand Notice is given and will use its reasonable efforts to cause the same to be declared effective by the SEC as soon as reasonably practicable thereafter, but in any event will use its reasonable efforts to cause the same to be declared effective by the SEC within 150 days thereafter in the case of any registration made on Form S-1 (or a comparable successor form) and within 90 days thereafter in the case of any registration made on Form S-3 (or a comparable successor form) (in each such case, such date being the “Effectiveness Date”). (ii) The Company will use its reasonable best efforts to comply with all necessary provisions of the federal securities laws in order to keep each Registration Statement is filedrelating to a Demand Registration effective for a period of (i) in the case of an Underwritten Offering, the “Filing Date”three (3) registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the Filing months from its Effectiveness Date, on a delayed or continuous basis and (ii) in the case of any registration made pursuant to Rule 415 under the Securities Act, and the Company shall use six (6) months from its commercially reasonable efforts to have the Initial Effectiveness Date, or, in any case, such shorter period that will terminate when all Registrable Securities covered by such Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Date and (b) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial have been sold pursuant to such Registration Statement will not be “reviewed” or will not be subject to further review (in each case, such earlier date, period being the “Effectiveness DeadlineEffective Period”), provided, however, that if any Black-Out (as defined below) occurs during an Effectiveness Period, then such Effectiveness Period will be tolled for the duration of the Black-Out. In the event the Company is not eligible to file a Form S-3 Registration Statement as Within ten (10) business days after receipt of June 23, 2023such Demand Notice, the Company shall file will serve written notice thereof (the “Notice”) to all other Holders and will, subject to the provisions of Sections 2(c) and 3(b)(y), include in any registration required under this Section 2 all Registrable Securities with respect to which the Commission, Company receives written requests for inclusion therein within fifteen (15) days after such Notice is given to the applicable Holder. The Holder requesting such Demand Registration will be permitted to withdraw in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale good faith all or part of the Registrable Securities (as defined below), from a Demand Registration at any time prior to the extent issued and outstanding on Effectiveness Date of such Demand Registration, in which event the date Company will promptly amend or, if applicable, terminate or withdraw the related Registration Statement (whether or not other Holders have elected to include Registrable Securities in such Registration Statement is filed with Statement) and, in the Commission (event of such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial Registration Statement” for the purposes hereof)a withdrawal, subject to the effectiveness conditions set forth in the preceding sentence. “Registrable Securities” means (i) the Closing Issuance Sharesprovisions of Section 8, (ii) the Subsequent Issuance Shares, to the extent issued pursuant to this Agreement, (iii) any shares of capital stock issued or issuable as such withdrawn Registration Statement shall not be considered a dividend on or in exchange Demand Registration for or otherwise with respect to any of the foregoing and (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing. For purposes of clarification, any failure by the Company to file the Initial Registration Statement by the Filing Date or to effect such Initial Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Initial Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “Investors” shall include any Person to which the rights under this Section 5 shall have been duly assigned. The Company will provide a draft of the Initial Registration Statement to Investors for review at least five (5) Business Days in advance of filing the2(a)(ii).

Filing and Effectiveness. 1.1.1. Subject to the terms hereof, the Company agrees that, within forty-five (45i) calendar days following June 23, 2023, the The Company will file with or, if permitted, submit confidentially, a Registration Statement relating to any Demand Registration as promptly as practicable (but in any event within 45 days in the Commission (at the Company’s sole cost and expense) case of a registration statement made on Form S-1 or F-1, or a comparable successor form, as applicable, or 30 days in the case of any registration eligible to be made on Form S-3 (the “Initial Registration Statement” andor F-3 or a comparable successor form, as applicable) following the date on which the Initial Demand Notice is given and will use its reasonable best efforts to cause the same to be declared effective by the SEC as soon as practicable thereafter (the "Effectiveness Date"). (ii) The Company agrees to use its reasonable best efforts to comply with all necessary provisions of the federal securities laws in order to keep each Registration Statement is filedrelating to a Demand Registration effective for a period of (A) in the case of an Underwritten Offering, 120 days from its Effectiveness Date, and (B) subject to the “Filing Date”) registering the resale last proviso of the Registrable Securities this clause (as defined belowii), to in the extent issued and outstanding on the Filing Date, on a delayed or continuous basis case of any registration made pursuant to Rule 415 under the Securities Act, and the Company shall use twenty-four (24) months from its commercially reasonable efforts to have the Initial Effectiveness Date, or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Date and (b) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial have been sold pursuant to such Registration Statement (in each case, such period being the "Effectiveness Period"); provided, however, that if any Black-Out (as hereinafter defined) occurs during an Effectiveness Period, then such Effectiveness Period will not be “reviewed” or tolled for the duration of the Black-Out. Holder will not be permitted, subject to further review (such earlier date, the “Effectiveness Deadline”). In the event the Company is not eligible to file a Form S-3 Registration Statement as of June 23, 2023, the Company shall file its compliance with the Commissionprovisions of Section 2(a) relating to reimbursement of the Company's expenses, to withdraw in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale good faith all or part of the Registrable Securities (as defined below), from a Demand Registration at any time prior to the extent issued and outstanding on effective date of such Demand Registration, in which event the date such Registration Statement is filed with Company will promptly amend or, if applicable, withdraw the Commission (such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial related Registration Statement” for the purposes hereof), subject to the effectiveness conditions set forth in the preceding sentence. “Registrable Securities” means (i) the Closing Issuance Shares, (ii) the Subsequent Issuance Shares, to the extent issued pursuant to this Agreement, (iii) any shares of capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to any of the foregoing and (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing. For purposes of clarification, any failure by the Company to file the Initial Registration Statement by the Filing Date or to effect such Initial Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Initial Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “Investors” shall include any Person to which the rights under this Section 5 shall have been duly assigned. The Company will provide a draft of the Initial Registration Statement to Investors for review at least five (5) Business Days in advance of filing the.

Filing and Effectiveness. 1.1.1. Subject to the terms hereof, the Company agrees that, within forty-five (45a) calendar days following June 23, 2023, the The Company will file with the Commission a Registration ------------------------ Statement relating to any Demand Registration as soon as practicable (at the Company’s sole cost and expense) a registration statement on Form S-3 (the “Initial Registration Statement” and, but no later than 60 calendar days after the date on which the Initial Registration Statement is filed, Company receives from the “Filing Date”Stockholder the Demand Notice relating to such Demand Registration) registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the Filing Date, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, and the Company shall will use its commercially reasonable best efforts to have cause the Initial Registration Statement same to be declared effective by the SEC as soon as practicable after the filing thereof, (but no later than the earlier of (a) the sixtieth (60th) 120 calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Date and days after such date). (b) the fifth (5thAll requests made pursuant to Section 3.1(a) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). In the event the Company is not eligible to file a Form S-3 Registration Statement as of June 23, 2023, the Company shall file with the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the date such Registration Statement is filed with the Commission (such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial Registration Statement” for the purposes hereof), subject to the effectiveness conditions set forth in the preceding sentence. “Registrable Securities” means specify (i) the Closing Issuance Sharesnumber of Registrable Securities to be registered and (ii) the intended method or methods of disposition thereof. Any offering of Registrable Securities pursuant to a Demand Registration will be in the form of an Underwritten Offering or such other lawful form as the Stockholder delivering the Demand Notice may reasonably specify. (c) The Company will use its reasonable best efforts to keep the Registration Statement relating to any Demand Registration continuously effective until the earliest of (i) the date on which all Registrable Securities covered by such Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the Prospectus included on such Registration Statement, (ii) the Subsequent Issuance Sharesdate on which all Registrable Securities covered by such Registration Statement have otherwise ceased to be Registrable Securities, to the extent issued pursuant to this Agreement, and (iii) any shares (x) in the case of capital stock issued an Underwritten Offering, 90 days from the effective date of such Registration Statement or issuable as (y) in the case of an offering that is not an Underwritten Offering, 180 days from the date of such Registration Statement. (d) Within 10 business days after receipt of a dividend on or Demand Notice, the Company will send written notice thereof (the "Notice") to each Stockholder (other than the Stockholder that delivered the Demand Notice). Subject to Section 3.3 hereof, the Company will include in exchange for or otherwise such registration all Registrable Securities with respect to any which the Company has received a written request for inclusion therein within 10 business days after the receipt of the foregoing and Notice by any such other Stockholder. (ive) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with With respect to any of the foregoing. For purposes of clarificationDemand Registration, any failure by the Company may also provide written notice to file the Initial Registration Statement by the Filing Date or to effect such Initial Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company holders of its obligations equity securities other than the Stockholders who at the time have piggyback registration rights with respect thereto ("Other Stockholders"), and will, subject to file or effect Section 3.3 hereof, permit all such Other Stockholders who request to be included in the Initial Demand Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “Investors” shall to include any Person to which or all of their equity securities in such Demand Registration on the rights under this Section 5 shall have been duly assigned. The Company will provide a draft of same terms and conditions as the Initial Registration Statement to Investors for review at least five (5) Business Days in advance of filing theRegistrable Securities.

Filing and Effectiveness. 1.1.1. Subject to ▇▇▇▇▇ agrees that within 30 days after the terms hereofClosing (the “Filing Date”), the Company agrees that, within forty-five (45) calendar days following June 23, 2023, the Company Grove will file with the Commission (at the Company▇▇▇▇▇’s sole cost and expense) a registration statement on Form S-3 (the “Initial Registration Statement” and, the date on which the Initial Registration Statement is filed, the “Filing Date”) registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the Filing Date, ) on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, and the Company Grove shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) 60th calendar day (or ninetieth (90th) 75th calendar day if the Commission notifies the Company Grove that it will “review” the Initial Registration Statement) following the Filing Date and (b) the fifth (5th) Business Day after the date the Company is notified (orally or Date, but in writingany event, whichever is earlier) by no later than ten business days following the Commission indicating that it has no further comments on the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). In the event the Company is not eligible to file a Form S-3 Registration Statement as of June 23, 2023, the Company shall file with the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the date such Registration Statement is filed with the Commission (such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial Registration Statement” for the purposes hereof), subject to the effectiveness conditions set forth in the preceding sentence. “Registrable Securities” means (i1) the Closing Issuance SharesConversion Shares (without giving effect to any limitations on exercise set forth in the Certificate of Designations), (ii2) any Warrant Shares issued or issuable upon exercise of, or otherwise pursuant to, the Subsequent Issuance Shares, Warrants (without giving effect to any limitations on exercise set forth in the extent issued pursuant to this AgreementWarrants), (iii3) any shares of capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to any of the foregoing foregoing, and (iv4) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing. For purposes of clarification, any failure by the Company Grove to file the Initial Registration Statement by the Filing Date or to effect such Initial Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company Grove of its obligations to file or effect the Initial Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “InvestorsSubscriber” shall include any Person person to which the rights under this Section 5 shall have been duly assigned. The Company ▇▇▇▇▇ will provide a draft of the Initial Registration Statement to Investors Subscriber for review at least five two (52) Business Days in advance of filing thethe Registration Statement. Subject to any comments from the Commission, the Registration Statement shall contain a “plan of distribution” reasonably acceptable to Subscriber and in no event shall Subscriber be identified as an underwriter in the Registration Statement unless requested by the Commission and consented to by Subscriber. If the Commission requests that Subscriber be identified as an underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from the Registration Statement.

Filing and Effectiveness. 1.1.1. Subject to the terms hereof, the Company agrees that, within forty-five (45a) calendar days following June 23, 2023, the The Company will file with the Commission a Registration Statement relating to any Demand Registration as soon as practicable (at the Company’s sole cost and expense) a registration statement on Form S-3 (the “Initial Registration Statement” and, but no later than 60 calendar days after the date on which the Initial Registration Statement is filed, Company receives from the “Filing Date”Stockholder the Demand Notice relating to such Demand Registration) registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the Filing Date, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, and the Company shall will use its commercially reasonable best efforts to have cause the Initial Registration Statement same to be declared effective by the SEC as soon as practicable after the filing thereof, (but no later than the earlier of (a) the sixtieth (60th) 120 calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Date and days after such date). (b) the fifth (5thAll requests made pursuant to Section 3.1(a) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). In the event the Company is not eligible to file a Form S-3 Registration Statement as of June 23, 2023, the Company shall file with the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the date such Registration Statement is filed with the Commission (such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial Registration Statement” for the purposes hereof), subject to the effectiveness conditions set forth in the preceding sentence. “Registrable Securities” means specify (i) the Closing Issuance Sharesnumber of Registrable Securities to be registered and (ii) the intended method or methods of disposition thereof. Any offering of Registrable Securities pursuant to a Demand Registration will be in the form of an Underwritten Offering or such other lawful form as the Stockholder delivering the Demand Notice may reasonably specify. (c) The Company will use its reasonable best efforts to keep the Registration Statement relating to any Demand Registration continuously effective until the earliest of (i) the date on which all Registrable Securities covered by such Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the Prospectus included on such Registration Statement, (ii) the Subsequent Issuance Sharesdate on which all Registrable Securities covered by such Registration Statement have otherwise ceased to be Registrable Securities, to the extent issued pursuant to this Agreement, and (iii) any shares (x) in the case of capital stock issued an Underwritten Offering, 90 days from the effective date of such Registration Statement or issuable as (y) in the case of an offering that is not an Underwritten Offering, 180 days from the date of such Registration Statement. (d) Within 10 business days after receipt of a dividend on or Demand Notice, the Company will send written notice thereof (the "Notice") to each Stockholder (other than the Stockholder that delivered the Demand Notice). Subject to Section 3.3 hereof, the Company will include in exchange for or otherwise such registration all Registrable Securities with respect to any which the Company has received a written request for inclusion therein within 10 business days after the receipt of the foregoing and Notice by any such other Stockholder. (ive) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with With respect to any of the foregoing. For purposes of clarificationDemand Registration, any failure by the Company may also provide written notice to file the Initial Registration Statement by the Filing Date or to effect such Initial Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company holders of its obligations equity securities other than the Stockholders who at the time have piggyback registration rights with respect thereto ("Other Stockholders"), and will, subject to file or effect Section 3.3 hereof, permit all such Other Stockholders who request to be included in the Initial Demand Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “Investors” shall to include any Person to which or all of their equity securities in such Demand Registration on the rights under this Section 5 shall have been duly assigned. The Company will provide a draft of same terms and conditions as the Initial Registration Statement to Investors for review at least five (5) Business Days in advance of filing theRegistrable Securities.

Filing and Effectiveness. 1.1.1. Subject to On or before the terms hereoffirst trading day after the Closing Date, the Company agrees that, within forty-five (45) calendar days following June 23, 2023, the Company will Parent shall file with the Commission (SEC the Resale Registration Statement. Assuming that, at the Company’s sole cost and expense) Closing, the Parent qualifies as a “well known seasoned issuer,” the Parent shall file the Resale Registration Statement, which shall provide that such registration statement on Form S-3 (shall be automatically effective upon filing, and if the Parent is not a “Initial Registration Statementwell known seasoned issuer” at the time of the Closing and, as such, is not permitted to file the date on which the Initial Resale Registration Statement in such a manner that it is filedeffective upon filing, the “Filing Date”) registering the resale Parent will respond to any comments of the Registrable Securities (as defined below), to the extent issued SEC and outstanding on the Filing Date, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, and the Company shall will use its commercially reasonable efforts to have the Initial Resale Registration Statement declared effective under the Securities Act as soon promptly as practicable after such filing. The Parent shall notify the Company promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Resale Registration Statement and shall supply the Company with copies of all correspondence between the Parent or any of its Representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Resale Registration Statement. The Parent shall use commercially reasonable efforts to cause all documents that it is responsible for filing thereofwith the SEC or other regulatory authorities under this Section 6.2(b) to comply in all material respects with all applicable laws, but no later than rules and regulations. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Resale Registration Statement, the Parent shall promptly inform the Company of such occurrence and cooperate in filing with the SEC or its staff or any other government officials such amendment or supplement. Subject to clause (iii) below, the Parent will use commercially reasonable efforts to keep the Resale Registration Statement continuously effective from and after its effective date until the earlier to occur of (aA) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if first anniversary of the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Closing Date and (bB) the fifth (5th) Business Day after first date that all of the date Stock Consideration issued to the Company is notified (orally or in writing, whichever is earlier) by at the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). In the event the Company is not eligible to file a Form S-3 Registration Statement as Closing has been disposed of June 23, 2023, the Company shall file with the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale of the Registrable Securities (as defined below), pursuant to the extent issued and outstanding on the date such Registration Statement is filed with the Commission (such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial Resale Registration Statement” for the purposes hereof), subject to the effectiveness conditions set forth in the preceding sentence. “Registrable Securities” means (i) the Closing Issuance Shares, (ii) the Subsequent Issuance Shares, to the extent issued pursuant to this Agreement, (iii) any shares of capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to any of the foregoing and (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing. For purposes of clarification, any failure by the Company to file the Initial Registration Statement by the Filing Date or to effect such Initial Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Initial Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “Investors” shall include any Person to which the rights under this Section 5 shall have been duly assigned. The Company will provide a draft of the Initial Registration Statement to Investors for review at least five (5) Business Days in advance of filing the.

Filing and Effectiveness. 1.1.1. Subject to the terms hereof, the Company agrees that, within forty-five (45a) calendar days following June 23, 2023, the The Company will file with the Commission a Registration Statement relating to any Demand Registration as soon as practicable (at the Company’s sole cost and expense) a registration statement on Form S-3 (the “Initial Registration Statement” and, but no later than 60 calendar days after the date on which the Initial Registration Statement is filed, Company receives from the “Filing Date”Stockholder the Demand Notice relating to such Demand Registration) registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the Filing Date, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, and the Company shall will use its commercially reasonable best efforts to have cause the Initial Registration Statement same to be declared effective by the SEC as soon as practicable after the filing thereof, (but no later than the earlier of (a) the sixtieth (60th) 120 calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Date and days after such date). (b) the fifth (5thAll requests made pursuant to Section 3.1(a) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). In the event the Company is not eligible to file a Form S-3 Registration Statement as of June 23, 2023, the Company shall file with the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the date such Registration Statement is filed with the Commission (such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial Registration Statement” for the purposes hereof), subject to the effectiveness conditions set forth in the preceding sentence. “Registrable Securities” means specify (i) the Closing Issuance Sharesnumber of Registrable Securities to be registered and (ii) the intended method or methods of disposition thereof. Any offering of Registrable Securities pursuant to a Demand Registration will be in the form of an Underwritten Offering or such other lawful form as the Stockholder delivering the Demand Notice may reasonably specify. (c) The Company will use its reasonable best efforts to keep the Registration Statement relating to any Demand Registration continuously effective until the earliest of (i) the date on which all Registrable Securities covered by such Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the Prospectus included on such Registration Statement, (ii) the Subsequent Issuance Sharesdate on which all Registrable Securities covered by such Registration Statement have otherwise ceased to be Registrable Securities, to the extent issued pursuant to this Agreement, and (iii) any shares (x) in the case of capital stock issued an Underwritten Offering, 90 days from the effective date of such Registration Statement or issuable as (y) in the case of an offering that is not an Underwritten Offering, 180 days from the effective date of such Registration Statement. (d) Within 10 business days after receipt of a dividend on or Demand Notice, the Company will send written notice thereof (the "Notice") to each Stockholder (other than the Stockholder that delivered the Demand Notice). Subject to Section 3.3 hereof, the Company will include in exchange for or otherwise such registration all Registrable Securities with respect to any which the Company has received a written request for inclusion therein within 10 business days after the receipt of the foregoing and Notice by any such other Stockholder. (ive) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with With respect to any of the foregoing. For purposes of clarificationDemand Registration, any failure by the Company may also provide written notice to file the Initial Registration Statement by the Filing Date or to effect such Initial Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company holders of its obligations equity securities other than the Stockholders who at the time have piggyback registration rights with respect thereto ("Other Stockholders"), and will, subject to file or effect Section 3.3 hereof, permit all such Other Stockholders who request to be included in the Initial Demand Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “Investors” shall to include any Person to which or all of their equity securities in such Demand Registration on the rights under this Section 5 shall have been duly assigned. The Company will provide a draft of same terms and conditions as the Initial Registration Statement to Investors for review at least five (5) Business Days in advance of filing theRegistrable Securities.

Filing and Effectiveness. 1.1.1. Subject to the terms hereof, the Company agrees that, within forty-five (45i) calendar days following June 23, 2023, the The Company will file with or, if permitted, submit confidentially, a Registration Statement relating to any Demand Registration as promptly as practicable (but in any event within 45 days in the Commission (at the Company’s sole cost and expense) case of a registration statement made on Form S-1 or F-1, or a comparable successor form, as applicable, or 30 days in the case of any registration eligible to be made on Form S-3 (the “Initial Registration Statement” andor F-3 or a comparable successor form, as applicable) following the date on which the Initial Demand Notice is given and will use its reasonable best efforts to cause the same to be declared effective by the SEC as soon as practicable thereafter (the “Effectiveness Date”). (ii) The Company agrees to use its reasonable best efforts to comply with all necessary provisions of the federal securities laws in order to keep each Registration Statement is filedrelating to a Demand Registration effective for a period of (A) in the case of an Underwritten Offering, 120 days from its Effectiveness Date, and (B) subject to the “Filing Date”) registering the resale last proviso of the Registrable Securities this clause (as defined belowii), to in the extent issued and outstanding on the Filing Date, on a delayed or continuous basis case of any registration made pursuant to Rule 415 under the Securities Act, and the Company shall use twenty-four (24) months from its commercially reasonable efforts to have the Initial Effectiveness Date, or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Date and (b) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial have been sold pursuant to such Registration Statement will not be “reviewed” or will not be subject to further review (in each case, such earlier date, period being the “Effectiveness DeadlinePeriod”); provided, however, that if any Black-Out (as hereinafter defined) occurs during an Effectiveness Period, then such Effectiveness Period will be tolled for the duration of the Black-Out. In the event the Company is not eligible Holder will be permitted, subject to file a Form S-3 Registration Statement as of June 23, 2023, the Company shall file its compliance with the Commissionprovisions of Section 2(a) relating to reimbursement of the Company’s expenses, to withdraw in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale good faith all or part of the Registrable Securities (as defined below), from a Demand Registration at any time prior to the extent issued and outstanding on effective date of such Demand Registration, in which event the date such Registration Statement is filed with Company will promptly amend or, if applicable, withdraw the Commission (such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial related Registration Statement” for the purposes hereof), subject to the effectiveness conditions set forth in the preceding sentence. “Registrable Securities” means (i) the Closing Issuance Shares, (ii) the Subsequent Issuance Shares, to the extent issued pursuant to this Agreement, (iii) any shares of capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to any of the foregoing and (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing. For purposes of clarification, any failure by the Company to file the Initial Registration Statement by the Filing Date or to effect such Initial Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Initial Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “Investors” shall include any Person to which the rights under this Section 5 shall have been duly assigned. The Company will provide a draft of the Initial Registration Statement to Investors for review at least five (5) Business Days in advance of filing the.

Filing and Effectiveness. 1.1.1. Subject to the terms hereof, the Company agrees that, within forty-five (45a) calendar days following June 23, 2023, the The Company will file with the Commission a Registration ------------------------ Statement relating to any Demand Registration as soon as practicable (at the Company’s sole cost and expense) a registration statement on Form S-3 (the “Initial Registration Statement” and, but no later than 60 calendar days after the date on which the Initial Registration Statement is filed, Company receives from the “Filing Date”Stockholder the Demand Notice relating to such Demand Registration) registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the Filing Date, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, and the Company shall will use its commercially reasonable best efforts to have cause the Initial Registration Statement same to be declared effective by the SEC as soon as practicable after the filing thereof, (but no later than the earlier of (a) the sixtieth (60th) 120 calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Date and days after such date). (b) the fifth (5thAll requests made pursuant to Section 3.1(a) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). In the event the Company is not eligible to file a Form S-3 Registration Statement as of June 23, 2023, the Company shall file with the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the date such Registration Statement is filed with the Commission (such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial Registration Statement” for the purposes hereof), subject to the effectiveness conditions set forth in the preceding sentence. “Registrable Securities” means specify (i) the Closing Issuance Sharesnumber of Registrable Securities to be registered and (ii) the intended method or methods of disposition thereof. Any offering of Registrable Securities pursuant to a Demand Registration will be in the form of an Underwritten Offering or such other lawful form as the Stockholder delivering the Demand Notice may reasonably specify. (c) The Company will use its reasonable best efforts to keep the Registration Statement relating to any Demand Registration continuously effective until the earliest of (i) the date on which all Registrable Securities covered by such Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the Prospectus included on such Registration Statement, (ii) the Subsequent Issuance Sharesdate on which all Registrable Securities covered by such Registration Statement have otherwise ceased to be Registrable Securities, to the extent issued pursuant to this Agreement, and (iii) any shares (x) in the case of capital stock issued an Underwritten Offering, 90 days from the effective date of such Registration Statement or issuable as (y) in the case of an offering that is not an Underwritten Offering, 180 days from the effective date of such Registration Statement. (d) Within 10 business days after receipt of a dividend on or Demand Notice, the Company will send written notice thereof (the "Notice") to each Stockholder (other than the Stockholder that delivered the Demand Notice). Subject to Section 3.3 hereof, the Company will include in exchange for or otherwise such registration all Registrable Securities with respect to any which the Company has received a written request for inclusion therein within 10 business days after the receipt of the foregoing and Notice by any such other Stockholder. (ive) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with With respect to any of the foregoing. For purposes of clarificationDemand Registration, any failure by the Company may also provide written notice to file the Initial Registration Statement by the Filing Date or to effect such Initial Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company holders of its obligations equity securities other than the Stockholders who at the time have piggyback registration rights with respect thereto ("Other Stockholders"), and will, subject to file or effect Section 3.3 hereof, permit all such Other Stockholders who request to be included in the Initial Demand Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “Investors” shall to include any Person to which or all of their equity securities in such Demand Registration on the rights under this Section 5 shall have been duly assigned. The Company will provide a draft of same terms and conditions as the Initial Registration Statement to Investors for review at least five (5) Business Days in advance of filing theRegistrable Securities.

Filing and Effectiveness. 1.1.1. Subject to the terms Section 1.2(a) hereof, the Company agrees that, will use all reasonable efforts to file a Registration Statement relating to any Demand Registration within forty-five (45) 60 calendar days following June 23, 2023, the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement on Form S-3 (the “Initial Registration Statement” and, of the date on which the Initial Demand Notice is given and will use all reasonable efforts to cause the same to be declared effective by the SEC as soon as possible, but in any event within 120 calendar days of the date on which the holders of Registrable Securities first give the Demand Notice required by Section 1.2(a) hereof with respect to such Demand Registration. All requests made pursuant to this Section 1.2 will specify the number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof. Nothing in this Article I shall prevent any holder of Registrable Securities from giving a Demand Notice pursuant to this Section 1.2 while any Registration Statement is filedin effect or during the period of any postponement pursuant to Section 1.2(b) or any Blackout Period. The Company will keep the Registration Statement filed in respect of any Shelf Demand Registration effective for a period of six months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Section 1.5 hereof) or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. Within ten calendar days after receipt of such Demand Notice, the “Filing Date”Company will serve written notice thereof (the "Notice") registering to all other holders of Registrable Securities and will, subject to the resale provisions of Section 1.2(c) hereof, include in such registration all Registrable Securities with respect to which the Company receives written requests for inclusion therein within 20 calendar days after the receipt of the Notice by the applicable holder. Subject to clause (iii) in the proviso in Section 1.2(a), the holders of Registrable Securities will be permitted to withdraw in good faith all or part of the Registrable Securities (as defined below), from a Demand Registration at any time prior to the extent issued and outstanding on the Filing Dateeffective date of such Demand Registration, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, and the Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Date and (b) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). In the which event the Company is not eligible to file a Form S-3 Registration Statement as of June 23will promptly amend or, 2023if applicable, withdraw the Company shall file with the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the date such Registration Statement is filed with the Commission (such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial related Registration Statement” for the purposes hereof), subject to the effectiveness conditions set forth in the preceding sentence. “Registrable Securities” means (i) the Closing Issuance Shares, (ii) the Subsequent Issuance Shares, to the extent issued pursuant to this Agreement, (iii) any shares of capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to any of the foregoing and (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing. For purposes of clarification, any failure by the Company to file the Initial Registration Statement by the Filing Date or to effect such Initial Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Initial Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “Investors” shall include any Person to which the rights under this Section 5 shall have been duly assigned. The Company will provide a draft of the Initial Registration Statement to Investors for review at least five (5) Business Days in advance of filing the.

Filing and Effectiveness. 1.1.1. Subject On or prior to the terms hereof, the Company agrees that, within forty-five (45) calendar days following June 23, 2023Shelf Filing Date, the Company will file a "shelf" registration statement (the "SHELF REGISTRATION") on an appropriate form pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the SEC with respect to dispositions of all of the Commission Registrable Securities in such manner or manners specified by the Holders. The Company agrees to use its best efforts to cause the Shelf Registration to be declared effective as promptly as is practicable after such filing (at and in any event, prior to the Company’s sole cost Shelf Effective Date) and expenseagrees to use its best efforts to keep the Shelf Registration effective (and to take any and all other actions necessary in order to permit public resale of the Registrable Securities covered by the Shelf Registration) for a period (the "SHELF EFFECTIVE PERIOD") beginning on the date such Shelf Registration shall first be declared effective under the Securities Act and ending upon the earliest to occur of: (i) the fifth (5th) anniversary of the Effective Date; PROVIDED, HOWEVER, that if a registration statement on Form S-3 (or such successor form as is prescribed by the “Initial Registration Statement” SEC) is not available to the Company (other than as a result of action taken in bad faith by the Company to cause such Form S-3 to become unavailable) on the third (3rd) anniversary of the Effective Date, the Shelf Effective Period shall terminate (if not terminated earlier pursuant to Section or Section ) on such third (3rd) anniversary of the Effective Date; (ii) such date as no Registrable Securities shall remain subject to the terms and conditions set forth in this Agreement; and, (iii) the date on which the Initial Registration Statement is filedprovisions of this Section terminate in accordance with the provisions of Section . The Company further agrees, the “Filing Date”) registering the resale of the Registrable Securities (as defined below)if necessary, to supplement or make amendments to such Shelf Registration, if required by the extent issued and outstanding on registration form utilized by the Filing Date, on a delayed Company for the Shelf Registration or continuous basis pursuant by the instructions applicable to Rule 415 under such registration form or by the Securities Act, and the Company shall use its commercially reasonable efforts agrees to have the Initial Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Date and (b) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). In the event the Company is not eligible to file a Form S-3 Registration Statement as of June 23, 2023, the Company shall file with the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale of the Registrable Securities (as defined below), furnish to the extent issued and outstanding on the date Holders copies of any such Registration Statement is supplement or amendment prior to its being used or filed with the Commission (such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial Registration Statement” for the purposes hereof), subject to the effectiveness conditions set forth in the preceding sentenceSEC. “Registrable Securities” means (i) the Closing Issuance Shares, (ii) the Subsequent Issuance Shares, to To the extent that any warrants to purchase Common Stock issued pursuant to this Agreement, (iii) any shares of capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to any of TW Associates, L.P., CD Associates, L.P. and KKR Partners II, L.P., under the foregoing and (iv) any securities issued or issuable upon any stock splitPlan would require registration under the Securities Act, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing. For purposes of clarification, any failure by Holders hereby agree that the Company to file may include in the Initial Shelf Registration Statement by the Filing Date or to effect such Initial Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Initial Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “Investors” shall include any Person to which the rights under this Section 5 shall have been duly assigned. The Company will provide a draft of the Initial Registration Statement to Investors for review at least five (5) Business Days in advance of filing thewarrants.

Filing and Effectiveness. 1.1.1. Subject to the terms hereof, the The Company agrees that, within forty-five (45) calendar days following June 23, 2023, the Company will file has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (at the Company’s sole cost and expense“Commission”), a “shelf” Registration Statement (as hereinafter defined) a registration statement on Form S-3 (File No. 333-161815), as amended by Amendment No. 1 thereto, which became effective as of October 20, 2009 (the “Initial Effective Date”), including a base prospectus relating to the Shares (the “Base Prospectus”), and such amendments and supplements thereto as may have been required to the date of this Agreement. The term “Registration Statement” andas used in this Agreement means the registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement pursuant to Rule 430A or Rule 430B of the Rules and Regulations), as amended and/or supplemented to the date on which of this Agreement, including the Initial Base Prospectus. The Registration Statement is filed, effective under the “Filing Date”) registering Securities Act and no stop order preventing or suspending the resale effectiveness of the Registrable Securities Registration Statement or suspending or preventing the use of the Prospectus (as defined below)) has been issued by the Commission and no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been instituted or, to the extent issued knowledge of the Company, are threatened by the Commission. The Company, if required by the Rules and outstanding on Regulations of the Filing DateCommission, on a delayed or continuous basis will file the Prospectus, with the Commission pursuant to Rule 415 424(b) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the Prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or, if the Prospectus is not to be filed with the Commission pursuant to Rule 424(b), the Prospectus in the form included as part of the Registration Statement as of the Effective Date, except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the Offering and sale of the Shares which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b) of the Rules and Regulations), the term “Prospectus” shall refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use (or in the form first made available to the Underwriters by the Company to meet requests of prospective purchasers pursuant to Rule 173 under the Securities Act, and ). Any preliminary prospectus or prospectus subject to completion included in the Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Date and (b) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). In the event the Company is not eligible to file a Form S-3 Registration Statement as of June 23, 2023, the Company shall file with the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the date such Registration Statement is filed with the Commission pursuant to Rule 424 of the Rules and Regulations is hereafter called a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, which were filed under the Securities Exchange Act of 1934, as amended (such filing date then being deemed the “Filing Exchange Act”), on or before the last to occur of the Effective Date, the date of the Preliminary Prospectus, or the date of the Prospectus, and any reference herein to the terms “amend,” and such Registration Statement then being deemed “amendment,” or “supplement” with respect to the “Initial Registration Statement” for , any Preliminary Prospectus or the purposes hereof), subject Prospectus shall be deemed to the effectiveness conditions set forth in the preceding sentence. “Registrable Securities” means refer to and include (i) the Closing Issuance Sharesfiling of any document under the Exchange Act after the Effective Date, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated by reference and (ii) any such document so filed. If the Subsequent Issuance SharesCompany has filed an abbreviated registration statement to register additional securities pursuant to Rule 462(b) under the Rules and Regulations (the “462(b) Registration Statement”), then any reference herein to the extent issued pursuant to this Agreement, (iii) any shares of capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to any of the foregoing and (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing. For purposes of clarification, any failure by the Company to file the Initial Registration Statement by the Filing Date or shall also be deemed to effect include such Initial Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Initial Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “Investors” shall include any Person to which the rights under this Section 5 shall have been duly assigned. The Company will provide a draft of the Initial Registration Statement to Investors for review at least five (5) Business Days in advance of filing the462(b)

Filing and Effectiveness. 1.1.1. Subject If, at any time after the date that is ------------------------ 180 days after the closing of an initial public offering of Buyer, Buyer shall receive from any Company Shareholder or the Company Shareholders (for the purpose of this Section 5.9 each a "Holder") owning in the aggregate at least a ------ majority of the Merger Shares less the Escrow Shares a written request or requests (the "Demand Notice") that the Buyer effect a registration on Form S-1 ------------- (the "Resale S1 Registration Statement") and any related qualification or -------------------------------- compliance for the purpose of offering for resale the Merger Shares less the Escrow Shares issued to the terms hereofCompany Shareholders in the Merger, the Buyer will: (1) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holder(s) and any other Buyer shareholders who would have the right to sell shares in such an offering (who shall also be deemed to be "Holders" hereunder); and (2) as promptly as practicable, but in any event within thirty (30) business days after the date that Buyer receives the Demand Notice, file with the Securities and Exchange Commission (the "SEC") under the Securities Act --- a Registration Statement on Form S-1 (the "Resale S-1 Registration Statement") --------------------------------- for the purpose of offering for resale (i) the Merger Shares less the Escrow Shares and (ii) any other shares of Buyer Common Stock held by Buyer shareholders who have the right to and elect to sell shares in such an offering (the "Registrable Securities"), provided, however, that the Buyer shall not be ---------------------- -------- ------ obligated to file any such registration statement if Buyer shall furnish to the Company agrees Shareholders a certificate signed by the Chief Executive Officer of Buyer stating that, within in the good faith judgment of the Board of Directors or Chief Executive Officer of Buyer, it would be seriously detrimental to Buyer and its shareholders for the Resale S-1 Registration Statement to be filed on or before the date filing would otherwise be required, and it is therefore in the best interests of Buyer to defer the filing of the Resale S-1 Registration Statement, in which case Buyer may delay the filing of the Resale S-1 Registration Statement not in excess of forty-five (45) calendar days following June 23after the original filing deadline . (3) as soon as practicable, 2023effect such registration and all such qualifications and compliances as may be reasonably so requested and as would permit and facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, the Company will file together with the Commission (at the Company’s sole cost and expense) a registration statement on Form S-3 (the “Initial Registration Statement” and, the date on which the Initial Registration Statement is filed, the “Filing Date”) registering the resale all or such portion of the Registrable Securities of any other Holder(s) and other Buyer shareholders joining in such request as are specified in a written request given within ten (as defined below)10) calendar days after receipt of such written notice from the Company; provided, however, that the Company -------- ------- shall not be obligated to cause any such registration, qualification or compliance, pursuant to this Section 5.9 to become effective: (i) prior to the extent issued and outstanding on date six (6) months following the Filing Date, on a delayed effective date of the Buyer's initial public offering or continuous basis pursuant to Rule 415 under the Securities Act, and the Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of date eleven (a11) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Date and (b) the fifth (5th) Business Day months after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). In the event the Company is not eligible to file a Form S-3 Registration Statement as of June 23, 2023, the Company shall file with the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale Closing of the Registrable Securities (as defined below), to the extent issued and outstanding on the date such Registration Statement is filed with the Commission (such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial Registration Statement” for the purposes hereof), subject to the effectiveness conditions set forth in the preceding sentence. “Registrable Securities” means (i) the Closing Issuance Shares, Merger. (ii) if the Subsequent Issuance SharesHolder(s), together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities at an aggregate price to the extent issued public of less than $1,500,000; o r (iii) if the Company has already effected one (1) registration for the Holder(s) pursuant to this Agreement, (iii) any shares of capital stock issued Section 5.9 or issuable as a dividend on or in exchange for or otherwise with respect to any result of the foregoing and (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or inclusion of such Registrable Securities in another similar event with respect to any of the foregoing. For purposes of clarification, any failure by the Company to file the Initial Registration Statement by the Filing Date or to effect such Initial Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Initial Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “Investors” shall include any Person to which the rights under this Section 5 shall have been duly assigned. The Company will provide a draft of the Initial Registration Statement to Investors for review at least five (5) Business Days in advance of filing theoffering.

Filing and Effectiveness. 1.1.1. Subject On or prior to the terms hereof, the Company agrees that, within forty-five (45) calendar days following June 23, 2023Shelf Filing Date, the Company will file a "shelf" registration statement (the "SHELF REGISTRATION") on an appropriate form pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the SEC with respect to dispositions of all of the Commission Registrable Securities in such manner or manners specified by the Holders. The Company agrees to use its best efforts to cause the Shelf Registration to be declared effective as promptly as is practicable after such filing (at and in any event, prior to the Company’s sole cost Shelf Effective Date) and expenseagrees to use its best efforts to keep the Shelf Registration effective (and to take any and all other actions necessary in order to permit public resale of the Registrable Securities covered by the Shelf Registration) for a period (the "SHELF EFFECTIVE PERIOD") beginning on the date such Shelf Registration shall first be declared effective under the Securities Act and ending upon the earliest to occur of: (i) the fifth (5th) anniversary of the Effective Date; PROVIDED, HOWEVER, that if a registration statement on Form S-3 (or such successor form as is prescribed by the “Initial Registration Statement” SEC) is not available to the Company (other than as a result of action taken in bad faith by the Company to cause such Form S-3 to become unavailable) on the third (3rd) anniversary of the Effective Date, the Shelf Effective Period shall terminate (if not terminated earlier pursuant to Section or Section ) on such third (3rd) anniversary of the Effective Date; (ii) such date as no Registrable Securities shall remain subject to the terms and conditions set forth in this Agreement; and, (iii) the date on which the Initial Registration Statement is filedprovisions of this Section terminate in accordance with the provisions of Section . The Company further agrees, the “Filing Date”) registering the resale of the Registrable Securities (as defined below)if necessary, to supplement or make amendments to such Shelf Registration, if required by the extent issued and outstanding on registration form utilized by the Filing Date, on a delayed Company for the Shelf Registration or continuous basis pursuant by the instructions applicable to Rule 415 under such registration form or by the Securities Act, and the Company shall use its commercially reasonable efforts agrees to have the Initial Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Date and (b) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). In the event the Company is not eligible to file a Form S-3 Registration Statement as of June 23, 2023, the Company shall file with the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale of the Registrable Securities (as defined below), furnish to the extent issued and outstanding on the date Holders copies of any such Registration Statement is supplement or amendment prior to its being used or filed with the Commission (such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial Registration Statement” for the purposes hereof), subject to the effectiveness conditions set forth in the preceding sentence. “Registrable Securities” means (i) the Closing Issuance Shares, (ii) the Subsequent Issuance Shares, to the extent issued pursuant to this Agreement, (iii) any shares of capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to any of the foregoing and (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing. For purposes of clarification, any failure by the Company to file the Initial Registration Statement by the Filing Date or to effect such Initial Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Initial Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “Investors” shall include any Person to which the rights under this Section 5 shall have been duly assigned. The Company will provide a draft of the Initial Registration Statement to Investors for review at least five (5) Business Days in advance of filing theSEC.

Filing and Effectiveness. 1.1.15.1.1. Subject to ▇▇▇▇▇ agrees that within 30 days after the terms hereofClosing (the “Filing Date”), the Company agrees that, within forty-five (45) calendar days following June 23, 2023, the Company Grove will file with the Commission (at the Company▇▇▇▇▇’s sole cost and expense) a registration statement on Form S-3 (the “Initial Registration Statement” and, the date on which the Initial Registration Statement is filed, the “Filing Date”) registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the Filing Date, ) on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, and the Company Grove shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) 60th calendar day (or ninetieth (90th) 75th calendar day if the Commission notifies the Company Grove that it will “review” the Initial Registration Statement) following the Filing Date and (b) the fifth (5th) Business Day after the date the Company is notified (orally or Date, but in writingany event, whichever is earlier) by no later than ten business days following the Commission indicating that it has no further comments on the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). In the event the Company is not eligible to file a Form S-3 Registration Statement as of June 23, 2023, the Company shall file with the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale of the Registrable Securities (as defined below), to the extent issued and outstanding on the date such Registration Statement is filed with the Commission (such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial Registration Statement” for the purposes hereof), subject to the effectiveness conditions set forth in the preceding sentence. “Registrable Securities” means (i1) the Closing Issuance SharesConversion Shares (without giving effect to any limitations on exercise set forth in the Amended and Restated Certificate of Designation), (ii) the Subsequent Issuance Shares, to the extent issued pursuant to this Agreement, (iii2) any shares of capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to any of the foregoing foregoing, and (iv3) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing. For purposes of clarification, any failure by the Company Grove to file the Initial Registration Statement by the Filing Date or to effect such Initial Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company Grove of its obligations to file or effect the Initial Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “InvestorsSubscriber” shall include any Person person to which the rights under this Section 5 shall have been duly assigned. The Company Grove will provide a draft of the Initial Registration Statement to Investors Subscriber for review at least five two (52) Business Days in advance of filing thethe Registration Statement. Subject to any comments from the Commission, the Registration Statement shall contain a “plan of distribution” reasonably acceptable to Subscriber and in no event shall Subscriber be identified as an underwriter in the Registration Statement unless requested by the Commission and consented to by Subscriber. If the Commission requests that Subscriber be identified as an underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from the Registration Statement.

Filing and Effectiveness. 1.1.1. Subject On or prior to the terms hereof, the Company agrees that, within forty-five (45) calendar days following June 23, 2023Shelf Filing Date, the Company will file a "shelf" registration statement (the "SHELF REGISTRATION") on an appropriate form pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the SEC with respect to dispositions of all of the Commission Registrable Securities in such manner or manners specified by the Holders. The Company agrees to use its best efforts to cause the Shelf Registration to be declared effective as promptly as is practicable after such filing (at and in any event, prior to the Company’s sole cost Shelf Effective Date) and expenseagrees to use its best efforts to keep the Shelf Registration effective (and to take any and all other actions necessary in order to permit public resale of the Registrable Securities covered by the Shelf Registration) for a period (the "SHELF EFFECTIVE PERIOD") beginning on the date such Shelf Registration shall first be declared effective under the Securities Act and ending upon the earliest to occur of: (i) the fifth (5th) anniversary of the Effective Date; PROVIDED, HOWEVER, that if a registration statement on Form S-3 (or such successor form as is prescribed by the “Initial Registration Statement” SEC) is not available to the Company (other than as a result of action taken in bad faith by the Company to cause such Form S-3 to become unavailable) on the third (3rd) anniversary of the Effective Date, the Shelf Effective Period shall terminate (if not terminated earlier pursuant to Section or Section ) on such third (3rd) anniversary of the Effective Date; (ii) such date as no Registrable Securities shall re- main subject to the terms and conditions set forth in this Agreement; and, (iii) the date on which the Initial Registration Statement is filedprovisions of this Section terminate in accordance with the provisions of Section . The Company further agrees, the “Filing Date”) registering the resale of the Registrable Securities (as defined below)if necessary, to supplement or make amendments to such Shelf Registration, if required by the extent issued and outstanding on registration form utilized by the Filing Date, on a delayed Company for the Shelf Registration or continuous basis pursuant by the instructions applicable to Rule 415 under such registration form or by the Securities Act, and the Company shall use its commercially reasonable efforts agrees to have the Initial Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Initial Registration Statement) following the Filing Date and (b) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). In the event the Company is not eligible to file a Form S-3 Registration Statement as of June 23, 2023, the Company shall file with the Commission, in lieu thereof and within forty-five (45) calendar days following such date, a Registration Statement on Form S-1 registering the resale of the Registrable Securities (as defined below), furnish to the extent issued and outstanding on the date Holders copies of any such Registration Statement is supplement or amendment prior to its being used or filed with the Commission (such filing date then being deemed the “Filing Date” and such Registration Statement then being deemed the “Initial Registration Statement” for the purposes hereof), subject to the effectiveness conditions set forth in the preceding sentence. “Registrable Securities” means (i) the Closing Issuance Shares, (ii) the Subsequent Issuance Shares, to the extent issued pursuant to this Agreement, (iii) any shares of capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to any of the foregoing and (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing. For purposes of clarification, any failure by the Company to file the Initial Registration Statement by the Filing Date or to effect such Initial Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Initial Registration Statement as set forth above in this Section 5. For purposes of this Section 5, “Investors” shall include any Person to which the rights under this Section 5 shall have been duly assigned. The Company will provide a draft of the Initial Registration Statement to Investors for review at least five (5) Business Days in advance of filing theSEC.