Common use of Filing of Registration Statement Clause in Contracts

Filing of Registration Statement. The Company shall file with the SEC, within ten (10) Business Days from the date hereof, a prospectus supplement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares (the “Prospectus Supplement”). The Prospectus Supplement shall relate to the transactions contemplated by, describing the material terms and conditions of this Agreement, containing required information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Prospectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Base Prospectus. The Company shall permit the Investor to review and comment upon the Prospectus Supplement within a reasonable time prior to its filing with the SEC. The Company shall give reasonable consideration to all such comments, and shall not file the Current Report or the Prospectus Supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement with the SEC. The Registration Statement, at the time it became effective, complied and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use therein. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any post-effective amendment to the Registration Statement or the Prospectuses in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall On or prior to the date 60 days after the Closing Date, prepare and file with the SECCommission a Shelf Registration Statement relating to the registration on Form S-1 or Form S-3, within ten (10) Business Days from if the date hereofuse of such form is then available and as determined by the Company, a prospectus supplement covering for the offering and sale of the Purchase Notice Shares Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof and the Commitment Shares (the “Prospectus Supplement”). The Prospectus Supplement shall relate to the transactions contemplated by, describing the material terms and conditions of this Agreement, containing required information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing include all information relating to the transactions contemplated hereby financial statements required to be disclosed in the Prospectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Base Prospectusincluded or incorporated by reference therein. The Company shall permit take such action as may be reasonably necessary so that (i) the Investor to review and comment upon the Prospectus Supplement within a reasonable time prior to its filing with the SEC. The Company shall give reasonable consideration to all such comments, and shall not file the Current Report or the Prospectus Supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor Shelf Registration Statement and any other person amendment thereto and any Prospectus forming a part thereof and any supplement or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement with the SEC. The Registration Statement, at the time it became effective, complied and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply amendment thereto complies in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act rules and did not andregulations thereunder, as (ii) the Shelf Registration and any amendment thereto (in either case, other than with respect to written information furnished to the Company by or on behalf of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will any Holder specifically for inclusion therein) does not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make any statement therein not misleading and (iii) the statements thereinProspectus and any supplement thereto (in either case, in the light of the circumstances under which they were madeother than with respect to such information from Holders), does not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations Company agrees to cooperate and warranties set forth assist in any filings required to be made with the two immediately preceding sentences do not apply NASD and use its reasonable best efforts to statements in cause such Shelf Registration Statement to become effective and approved by such governmental agencies or omissions from authorities as may be necessary to enable the Selling Holders to consummate the disposition of such Transfer Restricted Securities; provided, however, that before filing a Shelf Registration Statement or any post-effective amendment thereto, or the ProspectusesProspectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating the Company will furnish to the Investor furnished Initial Purchasers, each Selling Holder who may have requested the same in writing and the Underwriter(s), if any, copies of all such documents proposed to be filed (except that the Company shall not be required to furnish any exhibits to such documents, including those incorporated by reference, unless so requested by an Initial Purchaser, Selling Holder or Underwriter in writing), and the Company will not file any Shelf Registration Statement or amendment thereto or any Prospectus or any supplement thereto to which (i) the Initial Purchasers or the Underwriter(s), if any, shall reasonably object or (ii) if there are no Underwriters, the Initial Purchasers or the Holders of a majority of the outstanding Transfer Restricted Securities shall reasonably object (with holders of Common Stock constituting Transfer Restricted Securities being deemed to be Holders of the aggregate principal amount of Notes converted into such Common Stock for purposes of such calculation), in each such case within five business days after the receipt thereof. An Initial Purchaser, Holder or Underwriter, if any, shall be deemed to have reasonably objected to such filing if the Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading which misstatement or omission is specifically identified to the Company in writing by the Investor expressly for use therein. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any post-effective amendment to the Registration Statement or the Prospectuses in order to comply with Section 5(b) or 10 of the Securities Actwithin such five business days.

Filing of Registration Statement. The Company shall file file, within one (1) Business Day after the Execution Date, with the SEC, within ten (10) Business Days from the date hereof, SEC a prospectus supplement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares Securities (the “Prospectus SupplementFiling Date”). The Prospectus Supplement prospectus supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of of, this Agreement, containing required information previously omitted at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Prospectus SupplementBase Registration Statement and the prospectus as of the date of the prospectus supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Base Prospectusprospectus. The Company shall permit the Investor to review and comment upon the Prospectus Supplement prospectus supplement within a reasonable time prior to its their filing with the SEC. The , the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Prospectus Supplement prospectus supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplementprospectus supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement prospectus supplement with the SEC. The Registration Statement, at the time it became effective, complied and, as Company shall have no knowledge of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement (or alleged untrue statement) of a material fact or omit to state omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement any effective registration statement filed or any post-effective amendment thereto, or prospectus which is a part of the Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use thereinforegoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any postPost-effective amendment Effective Amendment to the Base Registration Statement Statement, amended prospectus or the Prospectuses prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within ten (10) Business Days from the date hereof, a prospectus supplement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares, including any immediate subsequent resale of such Purchase Notice Shares by the Investor as notified to the Company (the “Prospectus Supplement”). The Prospectus Supplement shall relate to the transactions contemplated by, describing the material terms and conditions of this Agreement, containing required information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Prospectus Supplement, including, without limitation, information required to be disclosed in the a section captioned “Plan of Distribution” in and any other information or disclosure necessary to register the Base Prospectustransactions contemplated herein. The Company shall permit the Investor to review and comment upon the Prospectus Supplement within a reasonable time prior to its filing with the SEC. The Company shall give reasonable consideration to all such comments, and shall not file the Current Report or the Prospectus Supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement with the SEC. The Registration Statement, at the time it became effective, complied and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use therein. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any post-effective amendment to the Registration Statement or the Prospectuses in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within ten five (105) Business Days from the date hereof, a prospectus supplement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares (the “Prospectus Supplement”)Shares. The Prospectus Supplement prospectus supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of of, this Agreement, containing required information previously omitted at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Prospectus SupplementBase Registration Statement and the prospectus as of the date of the prospectus supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Base Prospectusprospectus. The Company shall permit the Investor to review and comment upon the Prospectus Supplement prospectus supplement within a reasonable time prior to its their filing with the SEC. The , the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Prospectus Supplement prospectus supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplementprospectus supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement prospectus supplement with the SEC. The Registration Statement, at the time it became effective, complied and, as Company shall have no knowledge of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement (or alleged untrue statement) of a material fact or omit to state omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement any effective registration statement filed or any post-effective amendment thereto, or prospectus which is a part of the Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use thereinforegoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any postPost-effective amendment Effective Amendment to the Base Registration Statement Statement, amended prospectus or the Prospectuses prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within ten thirty (1030) Business Days from the date hereofExecution Date, a prospectus supplement Registration Statement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares (the “Prospectus SupplementRegistration Statement”). The Prospectus Supplement Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of of, this Agreement, containing required information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Prospectus SupplementRegistration Statement and the Prospectus, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Base ProspectusRegistration Statement. The Company shall use its best efforts to permit the Investor to review and comment upon the Prospectus Supplement Registration Statement within a reasonable time prior to its their filing with the SEC. The , and the Company shall give reasonable consideration to all such comments, and shall not file the Current Report or the Prospectus Supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall also furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor Investor, and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus SupplementRegistration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement Registration Statement with the SEC. The At the time of the filing of the Registration Statement, at the time it became effective, complied and, as Company shall have no knowledge of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement (or alleged untrue statement) of a material fact in the Registration Statement (as supplemented by the Registration Statement) or omit to state omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any and there shall be no such untrue statement of a material fact or omit to state a material fact necessary omission in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement any effective registration statement filed or any post-effective amendment thereto, or prospectus which is a part of the Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use thereinforegoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus Prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any postPost-effective amendment Effective Amendment to the Registration Statement Statement, or the Prospectuses amended prospectus in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall prepare and file with the SECSEC the Resale Registration Statement required by Article 2 with respect to the Registrable Securities, and use commercially reasonable efforts to cause such Resale Registration Statement relating to the Registrable Securities to become effective within ten (10) Business Days from 120 days after such filing, and shall keep the Resale Registration Statement continuously effective and available for use at all times, except as set forth herein, until such date hereof, a prospectus supplement covering the offering and sale as all of the Purchase Notice Shares and the Commitment Shares Registrable Securities have been sold pursuant to such Resale Registration Statement (the “Prospectus Supplement”"Registration Period"). The Prospectus Supplement Selling Securityholders shall relate have the right to select one legal counsel (the transactions contemplated by, describing "Legal Counsel") to review any Resale Registration Statement. The Company shall cooperate with Legal Counsel in performing the material Company's obligations under the terms and conditions of this Agreement, containing required information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Prospectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Base Prospectus. The Company shall permit the Investor Legal Counsel to review and comment upon the Prospectus Supplement within a reasonable time Registration Statements and all amendments and supplements to the Registration Statements (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any similar or successor report and registration statements on Form S-8) at least five (5) Business Days prior to its their filing with the SECSEC and not file any document containing information relating to the Selling Securityholders to which Legal Counsel reasonably objects. The Company shall give reasonable consideration (i) furnish to all such commentsLegal Counsel, and shall not file without charge, any correspondence from the Current Report SEC or the Prospectus Supplement with staff of the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or its representatives relating to any Registration Statement, (ii) promptly after the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation same is prepared and filing of the Current Report and the Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement filed with the SEC. The , notify Legal Counsel of the filing of any Registration Statement and any amendment(s) thereto, including financial statements and schedules and all exhibits, and (iii) upon the effectiveness of any Registration Statement, at the time it became effectivefurnish to Legal Counsel, complied andwithout charge, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light one copy of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary prospectus included in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the such Registration Statement or any post-effective amendment thereto, or the Prospectuses, or any and all amendments or and supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use therein. The Company shall promptly give reasonably cooperate with Legal Counsel in performing the Investor notice of any event (including the passage of time) which makes the final prospectus not Company's obligations pursuant to be in compliance with this Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any post-effective amendment to the Registration Statement or the Prospectuses in order to comply with Section 5(b) or 10 of the Securities Act3.1.

Filing of Registration Statement. The Company shall prepare and file with the SECSEC the Resale Registration Statement required by Article 2 with respect to the Registrable Securities, and use commercially reasonable efforts to cause such Resale Registration Statement relating to the Registrable Securities to become effective within ten (10) Business Days from 120 days after such filing, and shall keep the Resale Registration Statement continuously effective and available for use at all times, except as set forth herein, until such date hereof, a prospectus supplement covering the offering and sale as all of the Purchase Notice Shares and the Commitment Shares Registrable Securities have been sold pursuant to such Resale Registration Statement (the “Prospectus SupplementRegistration Period”). The Prospectus Supplement Selling Securityholders shall relate have the right to select one legal counsel (the transactions contemplated by, describing “Legal Counsel”) to review any Resale Registration Statement. The Company shall cooperate with Legal Counsel in performing the material Company’s obligations under the terms and conditions of this Agreement, containing required information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Prospectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Base Prospectus. The Company shall permit the Investor Legal Counsel to review and comment upon the Prospectus Supplement within a reasonable time Registration Statements and all amendments and supplements to the Registration Statements (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any similar or successor report and registration statements on Form S-8) at least five (5) Business Days prior to its their filing with the SECSEC and not file any document containing information relating to the Selling Securityholders to which Legal Counsel reasonably objects. The Company shall give reasonable consideration (i) furnish to all such commentsLegal Counsel, and shall not file without charge, any correspondence from the Current Report SEC or the Prospectus Supplement with staff of the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or its representatives relating to any Registration Statement, (ii) promptly after the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation same is prepared and filing of the Current Report and the Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement filed with the SEC. The , notify Legal Counsel of the filing of any Registration Statement and any amendment(s) thereto, including financial statements and schedules and all exhibits, and (iii) upon the effectiveness of any Registration Statement, at the time it became effectivefurnish to Legal Counsel, complied andwithout charge, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light one copy of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary prospectus included in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the such Registration Statement or any post-effective amendment thereto, or the Prospectuses, or any and all amendments or and supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use therein. The Company shall promptly give reasonably cooperate with Legal Counsel in performing the Investor notice of any event (including the passage of time) which makes the final prospectus not Company’s obligations pursuant to be in compliance with this Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any post-effective amendment to the Registration Statement or the Prospectuses in order to comply with Section 5(b) or 10 of the Securities Act3.1.

Filing of Registration Statement. The Company shall file with the SEC, within ten (10) Business Days from on or prior to the date hereofof delivery of the first Purchase Notice, a prospectus supplement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares (the “Prospectus Supplement”)Shares. The Prospectus Supplement prospectus supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of of, this Agreement, containing required information previously omitted at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Prospectus SupplementBase Registration Statement and the prospectus as of the date of the prospectus supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Base Prospectusprospectus. The Company shall permit the Investor to review and comment upon the Prospectus Supplement prospectus supplement within a reasonable time prior to its their filing with the SEC. The , the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Prospectus Supplement prospectus supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplementprospectus supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement prospectus supplement with the SEC. The Registration Statement, at the time it became effective, complied and, as Company shall have no knowledge of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement (or alleged untrue statement) of a material fact or omit to state omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement any effective registration statement filed or any post-effective amendment thereto, or prospectus which is a part of the Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use thereinforegoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any postPost-effective amendment Effective Amendment to the Base Registration Statement Statement, amended prospectus or the Prospectuses prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within ten two (102) Business Days from the date hereofExecution Date, a prospectus supplement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares (the “Prospectus Supplement”). The Prospectus Supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of of, this Agreement, containing required information previously omitted from the Prospectus at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Base Registration Statement and the Prospectus as of the date of the Prospectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Base Prospectus. The Company shall permit the Investor to review and comment upon the Prospectus Supplement within a reasonable time prior to its their filing with the SEC. The , the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Prospectus Supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement with the SEC. The Registration Statement, at At the time it became effective, complied and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with filing of the applicable requirements of Form F-3Prospectus Supplement, the Securities Act and the Exchange Act and did not and, as Company shall have no knowledge of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement (or alleged untrue statement) of a material fact in the Prospectus (as supplemented by the Prospectus Supplement) or omit to state omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any and there shall be no such untrue statement of a material fact or omit to state a material fact necessary omission in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement any effective registration statement filed or any post-effective amendment thereto, or prospectus which is a part of the Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use thereinforegoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus Prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any postPost-effective amendment Effective Amendment to the Base Registration Statement Statement, amended prospectus or the Prospectuses prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within ten two (102) Business Days from the date hereofExecution Date, a prospectus supplement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares (the “Prospectus Supplement”). The Prospectus Supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of of, this Agreement, containing required information previously omitted from the Prospectus at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Base Registration Statement and the Prospectus as of the date of the Prospectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Base Prospectus. The Company shall permit the Investor to review and comment upon the Prospectus Supplement within a reasonable time prior to its their filing with the SEC. The SEC and the Company shall give reasonable consideration to all such comments, and shall not file the Current Report or the Prospectus Supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor Investor, and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement with the SEC. The Registration Statement, at At the time it became effective, complied and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with filing of the applicable requirements of Form F-3Prospectus Supplement, the Securities Act and the Exchange Act and did not and, as Company shall have no knowledge of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement (or alleged untrue statement) of a material fact in the Prospectus (as supplemented by the Prospectus Supplement) or omit to state omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any and there shall be no such untrue statement of a material fact or omit to state a material fact necessary omission in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement any effective registration statement filed or any post-effective amendment thereto, or prospectus which is a part of the Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use thereinforegoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus Prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any post-effective amendment to the Base Registration Statement Statement, amended Prospectus or the Prospectuses Prospectus Supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within ten two (102) Business Days from the date hereof, a prospectus supplement covering the offering and sale of the Purchase Notice Shares, Commitment Shares and the Commitment Shares (the “Prospectus Supplement”)Univest Compensation Shares. The Prospectus Supplement prospectus supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of of, this Agreement, containing required information previously omitted at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Prospectus SupplementBase Registration Statement and the prospectus as of the date of the prospectus supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Base Prospectusprospectus. The Company shall permit the Investor to review and comment upon the Prospectus Supplement prospectus supplement within a reasonable time prior to its their filing with the SEC. The , the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Prospectus Supplement prospectus supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplementprospectus supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement prospectus supplement with the SEC. The Registration Statement, at the time it became effective, complied and, as Company shall have no knowledge of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement (or alleged untrue statement) of a material fact or omit to state omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement any effective registration statement filed or any post-effective amendment thereto, or prospectus which is a part of the Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use thereinforegoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any postPost-effective amendment Effective Amendment to the Base Registration Statement Statement, amended prospectus or the Prospectuses prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within ten twenty (1020) Business Days from the date hereofExecution Date, a prospectus supplement Registration Statement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares (the “Prospectus SupplementRegistration Statement”). The Prospectus Supplement Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of of, this Agreement, containing required information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Prospectus SupplementRegistration Statement and the Prospectus, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Base ProspectusRegistration Statement. The Company shall use its best efforts to permit the Investor to review and comment upon the Prospectus Supplement Registration Statement within a reasonable time prior to its their filing with the SEC. The SEC and the Company shall give reasonable consideration to all such comments, and shall not file the Current Report or the Prospectus Supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor Investor, and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus SupplementRegistration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement Registration Statement with the SEC. The At the time of the filing of the Registration Statement, at the time it became effective, complied and, as Company shall have no knowledge of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement (or alleged untrue statement) of a material fact in the Registration Statement (as supplemented by the Registration Statement) or omit to state omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any and there shall be no such untrue statement of a material fact or omit to state a material fact necessary omission in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement any effective registration statement filed or any post-effective amendment thereto, or prospectus which is a part of the Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use thereinforegoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus Prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any postPost-effective amendment Effective Amendment to the Registration Statement Statement, or the Prospectuses amended prospectus in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within ten two (102) Business Days from the date hereofExecution Date, a prospectus supplement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares Securities (the “Prospectus Supplement”). The Prospectus Supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of of, this Agreement, containing required information previously omitted from the Prospectus at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Base Registration Statement and the Prospectus as of the date of the Prospectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Base Prospectus. The Company shall permit the Investor to review and comment upon the Prospectus Supplement within a reasonable time prior to its their filing with the SEC. The , the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Prospectus Supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor Investor, and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement with the SEC. The Registration Statement, at At the time it became effective, complied and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with filing of the applicable requirements of Form F-3Prospectus Supplement, the Securities Act and the Exchange Act and did not and, as Company shall have no knowledge of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement (or alleged untrue statement) of a material fact in the Prospectus (as supplemented by the Prospectus Supplement) or omit to state omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any and there shall be no such untrue statement of a material fact or omit to state a material fact necessary omission in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement any effective registration statement filed or any post-effective amendment thereto, or prospectus which is a part of the Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use thereinforegoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus Prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any postPost-effective amendment Effective Amendment to the Base Registration Statement Statement, amended prospectus or the Prospectuses prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.

Filing of Registration Statement. The Company shall file with the SEC, within ten thirty (1030) Business Days from days after the date hereofBCA Closing, a prospectus supplement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares new Registration Statement on Form F-1 (the “Prospectus SupplementInitial Registration Statement”)) in compliance with the terms of the Registration Rights Agreement, covering only the resale of the Securities by the Investor. The Prospectus Supplement Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions of of, this Agreement, containing required information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Prospectus SupplementRegistration Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Base ProspectusRegistration Statement. The Company shall permit the Investor to review and comment upon the Prospectus Supplement Registration Statement within a reasonable time prior to its their filing with the SEC. The , the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Prospectus Supplement Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus SupplementRegistration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement Registration Statement with the SEC. The Registration Statement, at the time it became effective, complied and, as Company shall have no knowledge of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement (or alleged untrue statement) of a material fact or omit to state omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light any pre-existing registration statement filed or any new registration statement or prospectus which is a part of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use thereinforegoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any postPost-effective amendment Effective Amendment to the Registration Statement Statement, amended prospectus or the Prospectuses prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act. For the avoidance of doubt, the Initial Registration Statement must be filed after the BCA Closing and must contain all Commitment Shares and the maximum allowable amount of Purchase Notice Shares in the original registration statement. Any amended registration statement with the Commitment Shares and Purchase Notice Shares in which the original Registration Statement did not have the Commitment Shares and Purchase Notice Shares shall not constitute as the Initial Registration Statement.

Filing of Registration Statement. The Company shall file with the SEC, within ten (10a) as promptly as reasonably practicable (but in any event no later than one Business Days from Day after the date hereof), a prospectus supplement covering file the offering Registration Statement on Form S-3 relating to the Rights, Units, Notes, Unit Warrants, and sale Class A Common Stock underlying the Unit Warrants, including all exhibits and financial statements required by the SEC to be filed therewith (including but not limited to the indenture in respect of the Purchase Notice Shares and Notes in the Commitment Shares form attached hereto as Exhibit E (the “Prospectus SupplementNote Indenture”) and the warrant agreement in respect of the Unit Warrants in the form attached hereto as Exhibit F (the “Unit Warrant Agreement”). The Prospectus Supplement shall relate ), (b) respond as promptly as reasonably practicable to any comments received from the transactions contemplated by, describing the material terms and conditions of this Agreement, containing required information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating SEC with respect to the transactions contemplated hereby required to be disclosed in the Prospectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Base Prospectus. The Company shall permit the Investor to review and comment upon the Prospectus Supplement within a reasonable time prior to its such filing with the SEC. The Company shall give reasonable consideration to all such comments, and shall not file the Current Report or the Prospectus Supplement with the SEC in a form provide copies of such comments to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itselfTWX promptly upon receipt, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, (c) as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement, and shall otherwise cooperate with the Company promptly as reasonably requested by the Company in connection with the preparation practicable prepare and filing of the Current Report and the Prospectus Supplement with the SEC. The Registration Statement, at the time it became effective, complied and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectuses, or file any amendments or supplements theretonecessary to be filed in response to any SEC comments or as required by Law, made in reliance upon (d) use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC and thereafter commence the Rights Offering as promptly as reasonably practicable, and in conformity with information relating any event within eight Business Days following the date of such effectiveness, (e) to the Investor furnished extent required by applicable Law, as promptly as reasonably practicable prepare and file any supplement or amendment to the Registration Statement and distribute to the Company in writing by shareholders as of the Investor expressly for use therein. The Company shall promptly give Record Date any supplement or amendment to the Investor notice of Prospectus if any event (including shall occur which requires such action at any time prior to the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 closing of the Securities Act Rights Offering, (f) as promptly as reasonably practicable (but in any event no later than March 10, 2014) prepare and shall use its best efforts thereafter to file with the SEC the information required by Part III of Form 10-K to the extent such information is not included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 as filed with the SEC on February 28, 2014, and (g) otherwise use its commercially reasonable efforts to comply with all requirements of Law applicable to the Rights Offering. Prior to the filing by the Company with the SEC of (i) any post-effective amendment or supplement to the Registration Statement or the Prospectuses Prospectus or (ii) any free writing prospectus or other documents that are incorporated by reference into the Registration Statement or the Prospectus or that reference TWX or any of its Affiliates, and until such time as the Rights Offering is closed, abandoned or terminated, the Company shall provide TWX a reasonable opportunity to review and approve any document to be so filed, provided that TWX will respond as promptly as reasonably practicable and, in any event, reasonably in advance of any applicable deadline for such filing in order to comply with Section 5(ballow the Company to meet such deadline for such filing; provided, further, however, that any such documents that (A) or 10 do not relate to any of the Securities Acttransactions contemplated hereby and (B) do not reference TWX or any of its Affiliates unless references to TWX or any of its Affiliates are consistent with the Company’s prior disclosures contained in its Company Reports and do not relate to any of the transactions contemplated hereby, shall not be subject to the approval of TWX. The Company shall advise TWX, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any amendment or supplement has been filed, of the issuance of any stop order, or any request by the SEC for amendment of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Without the prior written consent of TW BV, the Company shall not (w) on or prior to the Initial Term Loan Maturity Date, terminate the Rights Offering, (x) extend the period during which the Rights Offering may be accepted, (y) waive any condition to the closing of the Rights Offering, or (z) close the Rights Offering on terms other than those set forth in the Registration Statement, as the same may be amended in accordance with the terms hereof. It shall be a condition to closing the Rights Offering that the Requisite Vote shall have been obtained and the transactions contemplated by the Backstop Agreement shall have been consummated contemporaneously on the fifth Business Day following the expiration of the Subscription Period (as defined in the Backstop Agreement).

Filing of Registration Statement. The Company shall use its best efforts to file or cause to be filed with the SEC, within ten (10) Business Days from Commission concurrently with or promptly after completion of an initial public offering of the date hereofCompany's Common Stock, a prospectus supplement covering shelf registration statement pursuant to Rule 415 (as may then be amended) under the offering and sale of the Purchase Notice Shares and the Commitment Shares Act (the “Prospectus Supplement”). The Prospectus Supplement "Shelf Registration Statement") on Form S-1 or Form S-3, if the use of such form is then available and as determined by the Company, to cover resale of Transfer Restricted Securities by the Holders thereof who shall relate to have timely provided the transactions contemplated by, describing the material terms and conditions of this Agreement, containing required information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Prospectus Supplement, including, without limitation, information required pursuant to be disclosed in the section captioned “Plan of Distribution” in the Base ProspectusSection 3(e) hereof. The Company shall permit use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Investor to review and comment upon the Prospectus Supplement within a reasonable time Commission on or prior to its filing with 120 days after the SECclosing of such initial public offering. The Company shall give use its reasonable consideration best efforts to all keep such commentsShelf Registration Statement continuously effective, supplemented and amended to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities until the second anniversary of the initial public offering (or such later time as the Transfer Restricted Shares would become freely tradeable, assuming net exercise, under Rule 144(k) of the Act, or any successor provision thereto (as further described in Section 4 below)); provided that the Company shall not file be obligated to keep the Current Report or the Prospectus Supplement Shelf Registration Statement effective as to any period with the SEC in a form respect to which the Investor Company has received a written opinion, which has been furnished to and is reasonably objectsacceptable to the Placement Agent, from the Company's counsel, Piper & Marbury L.L.P., or other counsel designated by the Company and reasonably acceptable to the Placement Agent ("Company Counsel"), to the effect that the Transfer Restricted Securities can be freely offered and sold in the public markets without the continued effectiveness of the Shelf Registration Statement. The Investor Company further agrees to use its reasonable best efforts to prevent the happening of any event that would cause the Shelf Registration Statement to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to be not effective and usable for resale of the Transfer Restricted Securities during the period that such Shelf Registration Statement is required to be effective and usable. Upon the occurrence of any event that would cause the Shelf Registration Statement (i) to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) to be not effective and usable for resale of Transfer Restricted Securities during the period that such Shelf Registration Statement is required to be effective and usable, the Company upon knowledge of such an event, shall furnish as promptly as practicable file an amendment to the Shelf Registration Statement, in the case of clause (i), correcting any such misstatement or omission, and in the case of either clause (i) or (ii), use its best efforts to cause such amendment to be declared effective and such Shelf Registration Statement to become usable as soon as practicable thereafter. Notwithstanding anything to the contrary in this Section 3, subject to compliance with Sections 4 and 5(b), if applicable, the Company may prohibit offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement at any time if (A), in the judgment of the Company's Board of Directors, acting with the advice of counsel experienced in securities laws matters, the Board of Directors determine that (i) the Company is in possession of material non-public information, (ii) such prohibition is necessary in order to avoid a requirement to disclose such material non-public information and (iii) disclosure of such material non-public information would be materially adverse to the best interests of the Company and its stockholders or (B) the Company has made a public announcement relating to an acquisition or business combination transaction including the Company and/or one or more of its subsidiaries (i) that is material to the Company and its subsidiaries taken as a whole and (ii) the Board of Directors of the Company determines in good faith that offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement prior to the consummation of such information regarding itself, transaction (or such earlier date as the Company’s securities beneficially owned Board of Directors shall determine) would be materially adverse to the best interests of the Company and its stockholders or (C) (i) the Company has received any request by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and Commission or any other person federal or relating state governmental authority for amendments or supplements to a Shelf Registration Statement or related Prospectus or for additional information, (ii) the Commission or any other federal or state governmental authority has issued any stop order suspending the effectiveness of a Registration Statement or the initiation or threatening of any proceedings for that purpose, (iii) the Company has received any notification with respect to the sale or distribution suspension of the Company’s securitiesqualification or exemption from qualification of any of the Transfer Restricted Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose, as shall be reasonably requested (iv) advised by counsel to the Company experienced in connection with securities laws matters, upon the preparation and filing existence of any fact or happening of any event which makes any statement of a material fact in such Registration Statement or related Prospectus untrue or which would require the making of any changes in the Registration Statement or Prospectus in order that, in the case of the Current Report and the Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement with the SEC. The Registration Statement, at the time it became effective, complied and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as and (v) upon advice of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished counsel to the Company experienced in writing by securities laws matters, the Investor expressly for use therein. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any has determined that a post-effective amendment to the a Registration Statement would be appropriate (the period during which any such prohibition of offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement is in effect pursuant to clause (A), (B) or (C) of this subparagraph (a) is referred to herein as a "Suspension Period"). A Suspension Period shall commence on and include the date on which the Company provides written notice to Holders of Transfer Restricted Securities covered by the Shelf Registration Statement that offers and sales of Transfer Restricted Securities cannot be made thereunder in accordance with this Section 3 and shall end three business days after the earlier to occur of (x) the date on which such material information is disclosed to the public or ceases to be material or the Prospectuses in order Company is able to so comply with Section 5(bits disclosure obligations and Commission requirements or (y) or 10 25 days after written notice is provided by the Company to the Holders of such Suspension Period. Each notice shall state to the extent, if any, as is practicable, an estimate of the Securities Actexpected duration of the Suspension Period.

Filing of Registration Statement. The Company shall file with the SEC, within ten (10) Business Days from the date hereof, a prospectus supplement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares (the “Prospectus Supplement”)Shares. The Prospectus Supplement prospectus supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of of, this Agreement, containing required information previously omitted at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Prospectus SupplementBase Registration Statement and the prospectus as of the date of the prospectus supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Base Prospectusprospectus. The Company shall permit the Investor to review and comment upon the Prospectus Supplement prospectus supplement within a reasonable time prior to its their filing with the SEC. The , the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Prospectus Supplement prospectus supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplementprospectus supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement prospectus supplement with the SEC. The Registration Statement, at the time it became effective, complied and, as Company shall have no knowledge of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement (or alleged untrue statement) of a material fact or omit to state omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement any effective registration statement filed or any post-effective amendment thereto, or prospectus which is a part of the Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use thereinforegoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC any postPost-effective amendment Effective Amendment to the Base Registration Statement Statement, amended prospectus or the Prospectuses prospectus supplement in order to comply with Section 5(b) or 10 of the Securities Act.