Common use of Initial Registration Statement Clause in Contracts

Initial Registration Statement. (i) The Company shall, in the matter described in this Agreement, submit or file as promptly as practicable, but in any event within 15 business days after the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, a shelf registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to the extent permissible) (the “Shelf Registration”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration, the Company shall use its reasonable best efforts to keep such Shelf Registration effective with the SEC at all times and, if applicable, to re-file such Shelf Registration upon its expiration or, to the extent permissible, convert such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstanding.

Initial Registration Statement. Promptly following the closing of the Merger Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (ithe "Closing Date") The Company shall, in the matter described in this Agreement, submit or file as promptly as practicable, (but in any event within 15 business no later than one hundred and eight (180) days after the Effective TimeClosing Date), and the Corporation shall use its reasonable best efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than 30 days after the filing thereof, SEC issues a shelf no review letter) a registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to the extent permissible) (the “Shelf Registration”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act; provided"), that such covering the resale of the Registrable Securities held by the Subscribers, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of effectiveness filing. At the time the Registration Statement is declared effective, the Registration Statement shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover include all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each shares of the Sponsor Stockholders Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration, the Company shall use its reasonable best efforts to keep such Shelf Registration effective with the SEC at all times and, if applicable, to re-file such Shelf any. Such Registration upon its expiration orStatement also shall cover, to the extent permissibleallowable under the 1933 Act (including Rule 416), convert such Shelf indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration from Form S-1 Statement without the consent of the Subscribers. The Registration Statement (and each amendment or a successor form to Form S-3 or a successor formsupplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to cooperate the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any shelf take-downRegistrable Shares still held by any Subscriber, whether Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not underwritten, by amending hold or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingholds Registrable Securities at the time any Penalty Warrants are to be issued.

Initial Registration Statement. The Company shall use commercially reasonable efforts to comply with its reporting obligations under the 1934 Act as soon as reasonably practicable, including, without limitation, by filing (i) any required reports, statements or other documents with the SEC which have not been timely filed on the date hereof and (ii) appropriate amendments responding to SEC comments on any existing reports, statements or other documents which have been filed with the SEC prior to the date hereof. The first date on which the Company shallfully complies with its reporting obligations under the 1934 Act and is not subject to any outstanding SEC comments on, in or any SEC review of, its 1934 Act filings is hereinafter referred to as the matter described in this Agreement, submit or file as promptly as practicable, but in any event within 15 business “Compliance Date.” No later than 30 days after the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, a shelf registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to the extent permissible) Compliance Date (the “Shelf RegistrationFiling Deadline”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration), the Company shall use its reasonable best efforts to keep such Shelf Registration effective prepare and file with the SEC at all times andone Registration Statement on Form S-1, if applicablecovering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover pursuant to re-file Rule 416 such Shelf Registration upon its expiration or, indeterminate number of additional shares of Common Stock due to an increase in the number of Warrant Shares resulting from changes in the Exercise Price pursuant to the extent permissible, convert such Shelf terms of the Warrants. Such Registration from Form S-1 Statement shall not include any shares of Common Stock or a successor form to Form S-3 other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or a successor formsupplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to cooperate the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor pursuant to the Existing Agreement, the Borrowing Notice and/or the Purchase Agreement plus with respect to any shelf takeRegistrable Securities that are not Registrable Warrant Securities 1.5% of the Deemed Investment Amount for each 30-downday period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, whether or but shall not underwritten, by amending or supplementing affect the prospectus related right of the Investors to such Shelf Registration as may seek injunctive relief. Such payments shall be reasonably requested by made to each Investor in cash no later than three (3) Business Days after the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingend of each 30-day period.

Initial Registration Statement. (i) The Company shallhas filed, in accordance with the matter described in this Agreementprovisions of the Securities Act and the rules and regulations thereunder, submit or file as promptly as practicable, but in any event within 15 business days after with the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, SEC a shelf registration statement on Form S-1 or a successor form F-3 (or Form S-3 or a successor form to the extent permissibleFile Number 333-251355) (the “Shelf RegistrationInitial Registration Statement”) registering including a base prospectus (such base prospectus included in the Initial Registration Statement, as supplemented or amended from time to time shall be referred to herein as the “Prospectus”), with respect to the issuance and sale of securities by the Sponsor Stockholders Company, including Ordinary Shares represented by ADSs and debt securities that may be convertible into Ordinary Shares represented by ADSs, which contains, among other things a Plan of their respective Shares Distribution section disclosing the methods by which the Company may sell such securities. The Initial Registration Statement was declared effective on January 4, 2021 and remains in effect on the date hereof. Except where the context otherwise requires, the Initial Registration Statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a secondary offering on a delayed or continuous basis in accordance Prospectus subsequently filed with the SEC pursuant to Rule 415 424(b) under the Securities Act; provided, that such date of effectiveness shall Act or deemed to be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each part of the Sponsor Stockholders at such time. If at Initial Registration Statement pursuant to Rule 430B of the time of such submission Securities Act, is herein called the “Registration Statement.” No stop order preventing or filing suspending the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration, Registration Statement or suspending or preventing the Company shall use its reasonable best efforts to keep such Shelf Registration effective with of the Prospectus has been issued by the SEC at all times and, if applicable, to re-file such Shelf Registration upon its expiration and no proceedings for that purpose have been instituted or, to the extent permissibleknowledge of the Company, convert such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested are threatened by the Sponsor Stockholders SEC. At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or as otherwise requiredomit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, until such at time as the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all Shares that could be sold material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in such Shelf Registration have been sold or are no longer outstanding.order to make the statements therein, in light of the circumstances under which they were made, not misleading

Initial Registration Statement. (i) The Parent shall use its reasonable best efforts to prepare and file with the Commission as promptly as practicable and in any event within twenty-five (25) Business Days following the Closing Date a registration statement (the “Initial Registration Statement”) on Form S-3, Form S-1 or such other form that is then available to Parent and use its reasonable best efforts to cause such registration statement to become effective as promptly as practicable, in each case registering the offering and sale of a number of Parent Shares equal to the sum of (x) the Parent Shares to be issued under the Merger Agreement at Closing as part of the Closing Payment and (y) the Parent Shares that are expected to be issued in connection with a Relaunch Milestone Payment under the Merger Agreement ((x) and (y) together, the “Initial Parent Shares”) by the Holders thereof; provided that during such twenty-five Business Day-period (as such period may be extended pursuant to the subsequent proviso) Parent shall not be required to file such Initial Registration Statement before it has available for filing with the Commission historical financial statements of the Company and pro forma financial statements relating to the acquisition effected by the Merger that comply in all material respects with Rule 3-05 and Article 11 of Regulation S-X and Item 9.01 of Form 8-K; provided further that if such historical financial statements or pro forma financial information are not available at the end of such twenty-five Business Day-period, such period shall be extended by an additional ten (10) Business Days. To the extent Parent is then eligible therefor, the Initial Registration Statement shall be an automatic shelf registration statement as defined in Rule 405 under the Securities Act. Parent shall, subject to Section 2.7, keep the Initial Registration Statement, once effective, continuously effective to the extent provided in clause (ii) below, until all Initial Parent Shares covered thereby have ceased to be Registrable Securities. The Initial Registration Statement shall have a reasonable and customary plan of distribution (excluding underwritten offerings, except Permitted Underwritten Offerings and Parent Underwritten Offerings). (ii) If either: (A) the matter described Initial Registration Statement has ceased to be effective prior to the date on which all Initial Parent Shares covered thereby have ceased to be Registrable Securities; or (B) all Initial Parent Shares have ceased to be Registrable Securities, but have thereafter become Registrable Securities again pursuant to a Reinstatement Event and no registration statement is then effective that would permit the public offering and sale of such Initial Parent Shares on a continuous basis pursuant to Rule 415 under the Securities Act; then, in this Agreementeach case, submit or Parent shall prepare and file with the Commission as promptly as practicable, but in any event within 15 business days after the Effective Timethirty (30) Business Days thereof, a new Initial Registration Statement in accordance with clause (i) of this subsection (a) with respect to all Initial Parent Shares that are then Registrable Securities, and use its reasonable best efforts to cause to be declared effective after the filing thereof, a shelf such registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to the extent permissible) (the “Shelf Registration”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholdersbecome effective. (ii) Upon effectiveness of the Shelf Registration, the Company shall use its reasonable best efforts to keep such Shelf Registration effective with the SEC at all times and, if applicable, to re-file such Shelf Registration upon its expiration or, to the extent permissible, convert such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstanding.

Initial Registration Statement. (i) The Company shallshall prepare, in the matter described in this Agreementand, submit or file as promptly soon as practicable, practicable but in any no event within 15 business later than forty-five (45) days after the Effective Time, and use its reasonable best efforts to cause to be declared effective after Initial Closing Date (as defined in the filing thereof, a shelf registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to the extent permissibleSecurities Purchase Agreement) (the “Shelf Registration”"Filing Deadline"), file with the Commission an Initial Registration Statement or Initial Registration Statements (as necessary) registering on Form SB-2, covering the sale by the Sponsor Stockholders resale of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at Registrable Securities. In the event that Form SB-2 is unavailable for such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registrationregistration, the Company shall use such other form as is available for such a registration. Any Initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the product of (x) two and, (y) the sum of (i) the maximum number of Shares that are issuable upon conversion of the Initial Shares and the Additional Shares on the date of filing, and (ii) the maximum number of Shares issuable upon exercise of the Warrants, in each case, without regard to any limitation on any holder's ability to convert any of the Warrants or the Preferred Shares and without regard to whether any or all of such Preferred Shares or Warrants have been issued to Purchaser (on the date calculated, the "Minimum Conversion Amount"). Such Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, it also covers such indeterminate number of additional Shares as may become issuable upon conversion of such Preferred Shares or exercise of such Warrants (i) resulting from any adjustment in the applicable Conversion Price of such Preferred Shares or the Exercise Price of such Warrants or (ii) to prevent dilution resulting from stock splits or stock dividends. If at any time the Minimum Conversion Amount exceeds the total number of Shares so registered, the Company shall, within five (5) business days after receipt of a written notice from the Purchaser, either (i) amend the Registration Statement or Registration Statements filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the Commission at that time, to register all of the Shares into which the Initial Shares, the Additional Shares and the Warrants may be converted or exercised, as applicable, or (ii) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement on Form SB-2, or such other appropriate form, to register the number of shares of Common Stock into which the Initial Shares, Additional Shares, and Warrants may be converted or exercised, as applicable, that exceed the number of Shares already registered. The Company shall use its reasonable best efforts to keep have the Initial Registration Statement declared effective within the earliest to occur of (i) ninety (90) days following the Initial Closing Date or (ii) if the Commission elects not to conduct a review of the Initial Registration Statement, the date which is three (3) business days after the date upon which either the Company or its counsel is so notified, whether orally or in writing. The earliest of such Shelf Registration effective with dates is referred to herein as the SEC "Required Effective Date." Notwithstanding the use of the terms "Required Filing Date" and "Required Effective Date" herein, the Company shall at all times and, if applicable, use its best efforts to re-file each required Registration Statement or amendment to a Registration Statement as soon as possible after the Closing Date or after the date the Company becomes obligated to file such Shelf Registration upon its expiration orStatement or amendment, to as the extent permissible, convert such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor formcase may be, and to cooperate cause each such Registration Statement or amendment to become effective as soon as possible thereafter. No securities of the Company other than the Registrable Securities shall be included in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingStatement.

Initial Registration Statement. Within fifteen (i15) The Business Days after the date on which the Company shallfiles its fiscal year 2023 annual report on Form 10-K (the “Filing Deadline”), the Company shall submit to or file with the Commission a Registration Statement to permit the public resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the matter described terms and conditions specified in this AgreementSection 2.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable after the filing thereof, submit but in any event no later than sixty (60) calendar days after the Filing Deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred and twenty (120) calendar days after the date of this Agreement if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, the Company shall have the Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or file in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review, provided, further, that if the Effectiveness Deadline falls on a Saturday, Sunday, or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business; provided, however, that if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed. The Registration Statement filed with the Commission pursuant to this Section 2.1 shall be on Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) covering such Registrable Securities, and shall contain a Prospectus in such form as promptly to permit the Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this Section 2.1 shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder named therein. As soon as practicablepracticable following the effective date of a Registration Statement filed pursuant to this Section 2.1, but in any event within 15 business days after the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, a shelf registration statement on Form S-1 or a successor form five (or Form S-3 or a successor form to the extent permissible5) (the “Shelf Registration”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time Business Days of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registrationdate, the Company shall use its reasonable best efforts notify the Holder named therein of the effectiveness of such Registration Statement. The Company’s obligations under this Section 2.1.1, shall, for the avoidance of doubt, be subject to keep such Shelf Registration effective with Section 3.4. The Company shall have the SEC at all times and, if applicable, right to re-file such Shelf Registration upon its expiration or, to remove any persons no longer holding Registrable Securities from the extent permissible, convert such Shelf Registration from Form S-1 shelf registration statement pursuant to subsection 2.1.1 or any other shelf registration statement by means of a successor form to Form S-3 or a successor form, and to cooperate in any shelf takepost-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingeffective amendment.

Initial Registration Statement. Promptly following the closing of the purchase and sale of Shares contemplated by the Subscription Agreements (ithe "Closing Date") The Company shall, in the matter described in this Agreement, submit or file as promptly as practicable, (but in any event within 15 business no later than one hundred and twenty (120) days after the Effective TimeClosing Date), and the Corporation shall use its reasonable best efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the earlier of one hundred and eighty (180) days after the filing thereof, Closing Date or 30 days after the SEC issues a shelf no review letter) a registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to the extent permissible) (the “Shelf Registration”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act; provided"), that such covering the resale of the Registrable Securities in an amount equal to the number of shares of Common Stock issued to the Purchasers on the Closing Date plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of effectiveness filing. At the time the Registration Statement is declared effective, the Registration Statement shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover include all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each shares of the Sponsor Stockholders Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration, the Company shall use its reasonable best efforts to keep such Shelf Registration effective with the SEC at all times and, if applicable, to re-file such Shelf any. Such Registration upon its expiration orStatement also shall cover, to the extent permissibleallowable under the 1933 Act (including Rule 416), convert such Shelf indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration from Form S-1 Statement without the consent of each Purchaser. The Registration Statement (and each amendment or a successor form to Form S-3 or a successor formsupplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to cooperate the Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and twenty (120) days of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any shelf take-downRegistrable Shares still held by each Purchaser; provided, whether or not underwrittenhowever, by amending or supplementing the prospectus related that no Penalty Warrants shall be issuable to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are any Investor who no longer outstandingholds Registrable Securities at the time any Penalty Warrants are to be issued.

Initial Registration Statement. Within thirty (i30) The Business Days after the Closing Date (the “Filing Deadline”), the Company shall, shall submit to or file with the Commission a Registration Statement to permit the public resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the matter described terms and conditions specified in this AgreementSection 2.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable after the filing thereof, submit but in any event no later than sixty (60) calendar days after the Filing Deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred and twenty (120) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, the Company shall have the Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or file in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review, provided, further, that if the Effectiveness Deadline falls on a Saturday, Sunday, or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business; provided, however, that if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed. The Registration Statement filed with the Commission pursuant to this Section 2.1 shall be on Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) covering such Registrable Securities, and shall contain a Prospectus in such form as promptly to permit the Holders to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this Section 2.1 shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder named therein. As soon as practicablepracticable following the effective date of a Registration Statement filed pursuant to this Section 2.1, but in any event within 15 business days after the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, a shelf registration statement on Form S-1 or a successor form five (or Form S-3 or a successor form to the extent permissible5) (the “Shelf Registration”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time Business Days of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registrationdate, the Company shall use its reasonable best efforts notify the Holders named therein of the effectiveness of such Registration Statement. The Company’s obligations under this Section 2.1.1, shall, for the avoidance of doubt, be subject to keep such Shelf Registration effective with Section 3.4. The Company shall have the SEC at all times and, if applicable, right to re-file such Shelf Registration upon its expiration or, to remove any persons no longer holding Registrable Securities from the extent permissible, convert such Shelf Registration from Form S-1 shelf registration statement pursuant to subsection 2.1.1 or any other shelf registration statement by means of a successor form to Form S-3 or a successor form, and to cooperate in any shelf takepost-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingeffective amendment.

Initial Registration Statement. (i) The Company shallhas filed, in accordance with the matter described in this Agreementprovisions of the Securities Act and the rules and regulations thereunder, submit or file as promptly as practicable, but in any event within 15 business days after with the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, SEC a shelf registration statement on Form S-1 or a successor form F-3 (or Form S-3 or a successor form to the extent permissibleFile Number 333-253395) (the “Shelf RegistrationInitial Registration Statement”) registering including a base prospectus (such base prospectus included in the Initial Registration Statement, as supplemented or amended from time to time shall be referred to herein as the “Prospectus”), with respect to the issuance and sale of securities by the Sponsor Stockholders Company, including Ordinary Shares and debt securities that may be convertible into Ordinary Shares, which contains, among other things a Plan of their respective Shares Distribution section disclosing the methods by which the Company may sell such securities. The Initial Registration Statement was declared effective on February 23, 2021 and remains in effect on the date hereof. Except where the context otherwise requires, the Initial Registration Statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a secondary offering on Prospectus subsequently filed with the SEC pursuant to Rule 424(b) under the Securities Act or deemed to be a delayed part of the Initial Registration Statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” No stop order preventing or continuous basis suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the SEC and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the SEC. At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in accordance with all material respects to the requirements of the Securities Act and did not and 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 the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is, and was at the time of the filing of the Registration Statement, a “foreign private issuer,” as defined in Securities Act Rule 415 405 and Exchange Act Rule 3b-4, and otherwise eligible to use Form F-3 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by and the Company covering Shares will cover all (unless a lesser amount is requested by meets the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration, the Company shall use its reasonable best efforts to keep such Shelf Registration effective transaction requirements with the SEC at all times and, if applicable, to re-file such Shelf Registration upon its expiration or, respect to the extent permissibleaggregate market value of securities being sold pursuant to this offering and during the 12 months prior to this offering, convert such Shelf Registration from as set forth in General Instruction I.B.5 of Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingF-3.

Initial Registration Statement. (ia) Within 30 Business Days following the Closing Date, the Company will file an automatically effective shelf registration statement on Form F-3 (or a successor form) (or, if the Company is not then eligible to file an automatically effective registration statement on Form F-3, then a standard registration statement on Form F-3) covering all Registrable Shares held by the Stockholders; provided, however, that if at the time of filing of such registration statement the Company is not eligible to file a registration statement on Form F-3 (or a successor form), then the Company shall file a registration statement on Form F-3 (or a successor form) covering all Registrable Shares held by the Stockholders within 30 Business Days following the date on which the Company becomes eligible to file a registration statement on Form F-3 (or a successor form). A registration statement filed pursuant to this Section 2.1(a) will, unless otherwise requested by Stockholders representing a majority of the Registrable Shares then held by all Stockholders, cover all Registrable Shares then held by the Stockholders. (b) The Company shall, in the matter described in this Agreement, submit or file as promptly as practicable, but in any event within 15 business days after the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, will keep a shelf registration statement on Form S-1 F-3 (or a successor form form) filed pursuant to this Section 2.1 continuously effective until the earliest of (or Form S-3 or a successor form i) the date on which all Registrable Shares covered by such shelf registration statement have been sold thereunder and (ii) with respect to the extent permissible) (the “Shelf Registration”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Registrable Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares the date there cease to be any Registrable Shares outstanding (such earliest date being the “End Date”). For the avoidance of doubt, if any Registrable Shares exist and have not been sold by prior to the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registrationdate on which securities may no longer be offered and sold pursuant to such registration statement, the Company shall file a new shelf registration statement on Form F-3 (or a successor form) covering all remaining Registrable Shares held by the Stockholders, and shall use its commercially reasonable best efforts to keep such Shelf Registration shelf registration statement continuously effective until the End Date. (c) Subject to Section 2.4(b), upon the request, (i) made at any time and from time to time, of Stockholders who own Registrable Shares with an aggregate value (based on the SEC SC Trading Average) of at all times andleast $10 million as of the date of such request, if applicableor (ii) made at any time, to re-file such Shelf Registration upon its expiration or, with respect to the extent permissibleregistration of all of the outstanding Registrable Shares by the Stockholders who own all of the outstanding Registrable Shares, convert such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate the Company shall facilitate in the manner described in this Agreement an offering of Registrable Shares included in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingregistration statement.

Initial Registration Statement. (i) The Company shallhas filed, in accordance with the matter described in this Agreementprovisions of the Securities Act and the rules and regulations thereunder, submit or file as promptly as practicable, but in any event within 15 business days after with the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, SEC a shelf registration statement on Form S-1 or a successor form S-3 (or Form S-3 or a successor form to the extent permissibleFile Number 333-266666) (the “Shelf RegistrationInitial Registration Statement”) registering including a base prospectus (such base prospectus included in the Initial Registration Statement, as supplemented or amended from time to time shall be referred to herein as the “Prospectus”), with respect to the issuance and sale of securities by the Sponsor Stockholders Company, including shares of their respective Shares Common Stock and debt securities that may be convertible into shares of Common Stock, which contains, among other things a Plan of Distribution section disclosing the methods by which the Company may sell such securities. The Initial Registration Statement was declared effective on August 17, 2022 and remains in effect on the date hereof. Except where the context otherwise requires, the Initial Registration Statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a secondary offering on a delayed or continuous basis in accordance Prospectus subsequently filed with the SEC pursuant to Rule 415 424(b) under the Securities Act; provided, that such date of effectiveness shall Act or deemed to be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each part of the Sponsor Stockholders at such time. If at Initial Registration Statement pursuant to Rule 430B of the time of such submission Securities Act, is herein called the “Registration Statement.” No stop order preventing or filing suspending the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration, Registration Statement or suspending or preventing the Company shall use its reasonable best efforts to keep such Shelf Registration effective with of the Prospectus has been issued by the SEC at all times and, if applicable, to re-file such Shelf Registration upon its expiration and no proceedings for that purpose have been instituted or, to the extent permissibleknowledge of the Company, convert such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested are threatened by the Sponsor Stockholders SEC. At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or as otherwise requiredomit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, until such at time as the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all Shares that could be sold material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in such Shelf Registration have been sold or are no longer outstanding.order to make the statements therein, in light of the circumstances under which they were made, not misleading

Initial Registration Statement. Promptly following the earlier of (ix) The Company shall, in the matter described in this Agreement, submit or file as promptly as practicable, but in any event within 15 business days after closing of the Effective Time, purchase and use its reasonable best efforts to cause to be declared effective after sale of the filing thereof, a shelf registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to securities contemplated by the extent permissible) Purchase Agreement (the “Shelf RegistrationClosing Date”) registering and (y) July 15, 2020, but no later than August 15, 2020 (the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration“Filing Deadline”), the Company shall use its reasonable best efforts to keep such Shelf Registration effective prepare and file with the SEC at all times andone Registration Statement on Form S-3 (or, if applicableForm S-3 is not then available to the Company, on such form of registration statement as is then available to re-file effect a registration for resale of the Registrable Securities), covering the resale of the Initial Registrable Securities. Subject to any SEC comments, such Shelf Registration upon its expiration orStatement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent permissibleallowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), convert such Shelf indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Initial Registrable Securities. The Registration from Form S-1 Statement (and each amendment or a successor form to Form S-3 or a successor formsupplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to cooperate the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Initial Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or pro rata for any shelf takeportion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Initial Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash no later than three (3) Business Days after the end of each 30-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingday period.

Initial Registration Statement. (i) The Company shall, in On or before the matter described in this Agreement, submit or file as promptly as practicable, but in any event within 15 business days 45th day after the Effective Time, final Closing Date of the offering of Notes and use its reasonable best efforts to cause to be declared effective after Warrants under the filing thereof, a shelf registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to the extent permissible) Purchase Agreement and related Transaction Documents (the “Shelf RegistrationFiling Deadline”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration), the Company shall use its reasonable best efforts to keep such Shelf Registration effective prepare and file with the SEC at all times andone Registration Statement on Form S-3 (or, if applicableForm S-3 is not then available to the Company, on such form of registration statement as is then available to re-file effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities. Subject to any SEC comments, such Shelf Registration upon its expiration orStatement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Holder shall be named as an “underwriter” in the Registration Statement without the Holder’s prior written consent, provided, further, any Holder who unreasonably refuses to be named as an underwriter in the Registration Statement shall be excluded as a selling shareholder from the Registration Statement. Such Registration Statement also shall cover, to the extent permissibleallowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), convert such Shelf indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration from Form S-1 Statement shall not include any shares of Common Stock or a successor form to Form S-3 other securities of the Company for the account of any other person without the prior written consent of the Required Holders. The Registration Statement (and each amendment or a successor formsupplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to cooperate the Holders prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in any shelf take-down, whether or not underwritten, by amending or supplementing an amount equal to 1.0% of the prospectus related to such Shelf Registration as may be reasonably requested aggregate amount invested by the Sponsor Stockholders Holder pursuant to the Purchase Agreement for each 30-day period or as otherwise requiredpro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Holders’ exclusive monetary remedy for such events, until such time as all Shares that could but shall not affect the right of the Holders to seek injunctive relief. Such payments shall be sold made to each Holder in such Shelf Registration have been sold or are cash no longer outstandinglater than three (3) Business Days after the end of each 30-day period.

Initial Registration Statement. (i) The Company shallhas filed, in accordance with the matter described in this Agreementprovisions of the Securities Act and the rules and regulations thereunder, submit or file as promptly as practicable, but in any event within 15 business days after with the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, SEC a shelf registration statement on Form S-1 or a successor form S-3 (or Form S-3 or a successor form to the extent permissibleFile Number 333-232614) (the “Shelf RegistrationInitial Registration Statement”) registering including a base prospectus (such base prospectus included in the Initial Registration Statement, as supplemented or amended from time to time shall be referred to herein as the “Prospectus”), with respect to the issuance and sale of securities by the Sponsor Stockholders Company, including Common Stock and derivative securities that may be convertible into Common Stock, which contains, among other things a Plan of their respective Shares Distribution section disclosing the methods by which the Company may sell such securities. The Initial Registration Statement was declared effective on August 1, 2019 and remains in effect on the date hereof. Except where the context otherwise requires, the Initial Registration Statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a secondary offering on Prospectus subsequently filed with the SEC pursuant to Rule 424(b) under the Securities Act or deemed to be a delayed part of the Initial Registration Statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” No stop order preventing or continuous basis suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the SEC and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the SEC. At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in accordance with Rule 415 all material respects to the requirements of the Securities Act and did not and 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 the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is, and was at the time of the filing of the Registration Statement, eligible to use Form S-3 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by and the Company covering Shares will cover all (unless a lesser amount is requested by meets the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration, the Company shall use its reasonable best efforts to keep such Shelf Registration effective transaction requirements with the SEC at all times and, if applicable, to re-file such Shelf Registration upon its expiration or, respect to the extent permissible, convert such Shelf Registration from Form S-1 or a successor form aggregate market value of securities being sold pursuant to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingthis offering.

Initial Registration Statement. (i) The Company shall, in On or before the matter described in this Agreement, submit or file as promptly as practicable, but in any event within 15 business days 30th day after the Effective TimeClosing Date of the offering of Preferred Stock and Warrants under the Purchase Agreement and related Transaction Documents (the “Filing Deadline”), the Company shall prepare and use its reasonable best efforts file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to cause to be declared effective after the filing thereofCompany, a shelf on such form of registration statement on Form S-1 or as is then available to effect a successor form (or Form S-3 or a successor form to registration for resale of the extent permissibleRegistrable Securities) (the “Shelf RegistrationInitial Registration Statement”) registering ), covering the sale by resale of the Sponsor Stockholders Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Actdistribution attached hereto as Exhibit A; provided, however, that such date of effectiveness no Holder shall be no earlier than 90 days after named as an “underwriter” in the Effective Time. Unless otherwise requested by Registration Statement without the ORCP StockholdersHolder’s prior written consent, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSIprovided, such Shelf Registration wouldfurther, at the request of any Sponsor Stockholder, cover an unspecified number of Shares Holder who unreasonably refuses to be sold by named as an underwriter in the Company and/or Registration Statement shall be excluded as a selling shareholder from the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration, the Company Registration Statement. Such Registration Statement also shall use its reasonable best efforts to keep such Shelf Registration effective with the SEC at all times and, if applicable, to re-file such Shelf Registration upon its expiration orcover, to the extent permissibleallowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), convert such Shelf indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration from Form S-1 Statement shall not include any shares of Common Stock or a successor form to Form S-3 other securities of the Company for the account of any other person without the prior written consent of the Required Holders. The Registration Statement (and each amendment or a successor formsupplement thereto, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may each request for acceleration of effectiveness thereof) shall be reasonably requested provided by the Sponsor Stockholders Placement Agent to the Holders in accordance with Section 3(c) prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Holder, as otherwise requiredliquidated damages and not as a penalty, until in an amount equal to 1.0% of the aggregate amount invested by the Holder pursuant to the Purchase Agreement for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Holders’ exclusive monetary remedy for such time as all Shares that could events, but shall not affect the right of the Holders to seek injunctive relief. Such payments shall be sold made to each Holder in such Shelf Registration have been sold or are cash no longer outstandinglater than three (3) Business Days after the end of each 30-day period.

Initial Registration Statement. Promptly following the closing of the Purchase Agreement dated as of June 30, 2007, among the Corporation, AP Systems, Inc., Trustcash, LLC and the owners of Trustcash, LLC. (i) The Company shallthe "Closing Date"), in the matter described in this Agreement, submit or file as promptly as practicable, but in any event within 15 business days after the Effective Time, and Corporation shall use its reasonable best efforts to cause to be filed no later than one hundred and eighty (180) days after the Closing Date and declared effective as soon as reasonably practicable (but in no event later than the earlier of two hundred and seventy (270) days after the filing thereof, Closing Date or 30 days after the SEC issues a shelf no review letter) a registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to the extent permissible) (the “Shelf Registration”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act; provided"), that such covering the resale of the Registrable Securities in an amount equal to the number of shares of Common Stock issued to the Investors on the Closing Date plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of effectiveness filing. At the time the Registration Statement is declared effective, the Registration Statement shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover include all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each shares of the Sponsor Stockholders Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration, the Company shall use its reasonable best efforts to keep such Shelf Registration effective with the SEC at all times and, if applicable, to re-file such Shelf any. Such Registration upon its expiration orStatement also shall cover, to the extent permissibleallowable under the 1933 Act (including Rule 416), convert such Shelf indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration from Form S-1 Statement without the consent of each Investor. The Registration Statement (and each amendment or a successor form to Form S-3 or a successor formsupplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to cooperate in any shelf take-down, whether the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested declared effective by the Sponsor Stockholders SEC within two hundred and seventy (270) days of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is declared effective with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as otherwise requiredset forth in Section 8 below in respect of any Registrable Shares still held by each Investor; provided, until such time as all Shares however, that could no Penalty Warrants shall be sold in such Shelf Registration have been sold or are issuable to any Investor who no longer outstandingholds Registrable Securities at the time any Penalty Warrants are to be issued.

Initial Registration Statement. (a) On or before the Closing Date, the Company shall have filed a registration statement under the Act for the resale by the Purchaser of the Registrable Securities (the “Registration Statement”). The Registration Statement shall be declared effective under the Act by the SEC within sixty (60) days of the Closing Date and no stop order shall have been issued and no proceeding shall have been initiated or threatened with respect to a stop order relating thereto. If required, a prospectus constituting a part of the Registration Statement (the “Prospectus”) shall have been filed with the SEC in the manner and within the time period required by Rule 424(b) under the Act. The Registration Statement and the Prospectus and any amendments or supplements thereto shall contain all statements which are required to be stated therein in accordance with the Act and the rules and regulations thereunder, and in all material respects conform to the requirements thereof, and neither the Registration Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or shall omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made in the case of the Prospectus, not misleading. (b) The Company shall keep the Registration Statement effective under the Act until the earlier of (i) The Company shall, in the matter described in this Agreement, submit or file as promptly as practicable, but in any event within 15 business days after the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, a shelf registration statement on Form S-1 or a successor form (or Form S-3 or a successor form sale of all Registrable Securities pursuant to the extent permissibleRegistration Statement and (ii) (the “Shelf Registration”first date upon which the Purchaser may sell all of the Registrable Securities into the public market, without restrictions, pursuant to Rule 144(k) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 promulgated under the Securities Act; provided, however, that such in the event that at any time following the effectiveness of the Registration Statement under the Act, the Registration Statement or the Prospectus shall 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 light of the circumstances under which they were made in the case of the Prospectus, not misleading as a result of a pending material corporate transaction, the Company (i) shall provide written notice to the Purchaser advising the Purchaser that the Purchaser may not resell the Registrable Securities pursuant to the Registration Statement until the date specified therein (the period commencing on the date of effectiveness the receipt of such notice and such date, a "Blackout Period"), and (ii) shall be no earlier than entitled to delay (the "Delay Period") the filing with the SEC of any amendment or supplement to the Registration Statement required to correct such untrue statement of material fact or omission to state any material fact (a "Required Amendment"), if the purpose for such delay is solely to maintain the confidentiality of such transaction or to permit the Company to consummate such transaction. Notwithstanding the foregoing, (x) the aggregate number of days included in any Blackout Period shall not exceed 90 days after during any consecutive 12 month period and (y) the Effective Time. Unless otherwise requested Delay Period shall terminate, and such Required Amendment shall be declared by the ORCP StockholdersSEC to be effective under the Act, such Shelf Registration filed by on or prior to the Company covering Shares will cover all (unless a lesser amount is requested by final day of the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor StockholdersBlackout Period. (iic) Upon effectiveness If the Registration Statement is not declared effective by the SEC within sixty (60) days of the Shelf RegistrationClosing Date or a Required Amendment is not declared effective by the SEC prior to the final day of the applicable Blackout Period, the Company shall use its reasonable best efforts pay to keep such Shelf the Purchaser in cash, on the first day of each calendar month thereafter, an amount equal to 6% per annum of the Purchase Price for each day in the immediately preceding calendar month that the Registration effective with Statement or the Required Supplement has not yet declared effective. The payments required in this Section 6.01(b) shall not reduce or excuse (but shall be cumulative to) the obligations of the Company under the Warrant Certificate to increase the number of shares of Common Stock issuable upon exercise of the Warrants as a result of the delay in the SEC at all times and, if applicable, to re-file such Shelf declaring the Registration upon its expiration or, to the extent permissible, convert such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingStatement effective.

Initial Registration Statement. Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (ithe “Closing Date”) The Company shall, in the matter described in this Agreement, submit or file as promptly as practicable, but in any event within 15 business no later than thirty (30) days after the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, a shelf registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to the extent permissible) Closing Date (the “Shelf RegistrationFiling Deadline”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration), the Company shall use its reasonable best efforts to keep such Shelf Registration effective prepare and file with the SEC at all times andCommission one Registration Statement on Form S-1 (or, if applicable, to re-file such Shelf Registration upon its expiration or, Form S-1 is not then available to the extent permissibleCompany, convert on such Shelf form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities. Subject to any Commission comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Purchaser shall be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. Such Registration Statement also shall cover pursuant to Rule 416 such indeterminate number of additional shares of Common Stock due to an increase in the number of Underlying Shares or Warrant Shares resulting from Form S-1 changes in the Conversion Price pursuant to the terms of the Certificate of Designation or a successor form the Exercise Price pursuant to Form S-3 the terms of the Warrants, as applicable (the “Additional Shares”). Such Registration Statement shall not include any shares of Common Stock or a successor formother securities for the account of any other holder without the prior written consent of the Required Purchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to cooperate the Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the Commission on or prior to the Filing Deadline, the Company will make pro rata payments to each Purchaser, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Purchaser pursuant to the Purchase Agreement for each 30-day period or pro rata for any shelf takeportion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to each Purchaser in cash no later than three (3) Business Days after the end of each 30-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingday period.

Initial Registration Statement. On or before the 90th day after the Closing Date (ithe “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3ASR (or, if Form S-3ASR is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities) The Company shall(the “Initial Registration Statement”), covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include a plan of distribution in substantially the form attached hereto as Exhibit A; provided, however, that no Holder shall be named as an “underwriter” in the Registration Statement without the Holder’s prior written consent, provided, further, that, in the matter described in event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Agreement, submit the SEC requires a Holder to be named as an “underwriter” in the Registration Statement, any Holder who unreasonably refuses to be named as an underwriter in the Registration Statement shall be excluded as a selling shareholder from the Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or file similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities of the Company for the account of any other person without the prior written consent of the Required Holders (but may include a primary registration by the Company). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided by the Company to the Holders in accordance with Section 3(c) prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not effective on or prior to the Filing Deadline, the Company will make pro rata payments to each Holder, as promptly liquidated damages and not as practicablea penalty, in an amount equal to 0.5% of the aggregate amount invested by the Holder pursuant to the Purchase Agreement for each full month or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is effective with respect to the Registrable Securities. Such payments shall constitute the Holders’ exclusive monetary remedy for such events, but shall not affect the right of the Holders to seek injunctive relief. Such payments shall be made to each Holder in any event within 15 cash no later than three (3) business days after the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, a shelf registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to the extent permissible) (the “Shelf Registration”) registering the sale by the Sponsor Stockholders end of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders30-day period. (ii) Upon effectiveness of the Shelf Registration, the Company shall use its reasonable best efforts to keep such Shelf Registration effective with the SEC at all times and, if applicable, to re-file such Shelf Registration upon its expiration or, to the extent permissible, convert such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstanding.

Initial Registration Statement. (i) The Company shall, in On or before the matter described in this Agreement, submit or file as promptly as practicable, but in any event within 15 business days 40th day after the Effective TimeClosing Date (the “Filing Deadline”), the Company shall prepare and use its reasonable best efforts file with the SEC one Registration Statement on Form S-3ASR (or, if Form S-3ASR is not then available to cause to be declared effective after the filing thereofCompany, a shelf on such form of registration statement on Form S-1 or as is then available to effect a successor form (or Form S-3 or a successor form to registration for resale of the extent permissibleRegistrable Securities) (the “Shelf RegistrationRegistration Statement”) registering ), covering the sale by resale of the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective TimeRegistrable Securities. Unless otherwise requested by the ORCP StockholdersSubject to any SEC comments, such Shelf Registration filed by Statement shall include a plan of distribution in substantially the Company covering Shares will cover all (unless a lesser amount is requested by form attached hereto as Exhibit A; provided, however, that no Holder shall be named as an “underwriter” in the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration wouldStatement without the Holder’s prior written consent, at the request of provided, further, that any Sponsor Stockholder, cover an unspecified number of Shares Holder who unreasonably refuses to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of named as an underwriter in the Shelf Registration, Registration Statement shall be excluded as a selling shareholder from the Company shall use its reasonable best efforts to keep such Shelf Registration effective with the SEC at all times and, if applicable, to re-file such Statement. The Shelf Registration upon its expiration orStatement also shall cover, to the extent permissibleallowable under the Securities Act and the rules promulgated thereunder (including Rule 416), convert such indeterminate number of additional shares of Buyer Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Shelf Registration from Form S-1 Statement (and each amendment or a successor form to Form S-3 or a successor formsupplement thereto, and each request for acceleration of effectiveness thereof) shall be provided by the Company to cooperate the Holders in any shelf take-down, whether accordance with Section 3(c) prior to its filing or not underwritten, by amending or supplementing the prospectus related to such other submission. If a Shelf Registration Statement covering the Registrable Securities is not (A) filed on or prior to the Filing Deadline and/or (B) effective on or prior to the Effectiveness Deadline (as may defined below), the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an amount equal to 12% per annum of the Registrable Securities for each full month or pro rata for any portion thereof following the Filing Deadline or Effectiveness Deadline, as applicable, for which no Registration Statement is filed or effective, as applicable, with respect to the Registrable Securities. Such payments shall constitute the Holders’ exclusive monetary remedy for such events, but shall not affect the right of the Member Representative to seek injunctive relief. Such payments shall be reasonably requested by made to each Holder in cash no later than ten (10) Business Days after the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingend of each 30-day period.

Initial Registration Statement. (i) The Company shallshall prepare and file with the Commission on or prior to the Filing Date a registration statement covering the resale of the Registrable Securities as would permit the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by a Holder (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the matter described Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement then in this Agreement, submit or file effect until such time as promptly a registration statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Initial Registration Statement shall contain a “Plan of Distribution” section in substantially the form attached hereto as practicable, but in any event within 15 business days after the Effective Time, and Annex A. The Company shall use its reasonable best efforts to cause the Initial Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof, a shelf registration statement thereof but in any event on Form S-1 or a successor form (or Form S-3 or a successor form prior to the extent permissibleEffectiveness Deadline, and, subject to Section 4.1(m) hereof, to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) such date as no Holder beneficially owns any Registrable Securities or (ii) the date that is three (3) years following the Closing Date (the “Shelf RegistrationEffectiveness Period”). By 4:00 p.m. (New York City time) registering on the sale by Business Day following the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis Effectiveness Deadline, the Company shall file with the Commission in accordance with Rule 415 424 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after Act the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares final prospectus to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration, the Company shall use its reasonable best efforts to keep such Shelf Registration effective used in connection with the SEC at all times and, if applicable, to re-file such Shelf Registration upon its expiration or, to the extent permissible, convert such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related sales pursuant to such Shelf Initial Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingStatement.

Initial Registration Statement. (i) The Company shallshall prepare, in the matter described in this Agreementand, submit or file as promptly soon as practicable, practicable but in any no event within 15 business later than 20 days after the Effective Time, and use its reasonable best efforts to cause to be declared effective after Initial Closing Date (as defined in the filing thereof, a shelf registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to the extent permissibleSecurities Purchase Agreement) (the “Shelf Registration”"Initial Filing Deadline"), file with the Commission an Initial Registration Statement or Initial Registration Statements (as necessary) registering on Form S-3 covering the sale by the Sponsor Stockholders resale of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at Registrable Securities relating to the Initial Preferred Shares and the Mandatory Preferred Shares (the "Initial Registrable Securities"). In the event that Form S-3 is unavailable for such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registrationregistration, the Company shall use such other form as is available for such a registration. Any initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the product of (x) 2.0 and (y) the number of Initial Registrable Securities as of the date immediately preceding the date the Registration Statement is initially filed with the Commission. The Company shall use its reasonable best efforts to keep such Shelf have the Initial Registration Statement declared effective within the earliest to occur of (i) April 30, 1999 (ii) if the Commission elects not to conduct a review of the Initial Registration Statement, the date which is three (3) business days after the date upon which either the Company or its counsel is so notified, whether orally or in writing; or (iii) if the Initial Registration Statement is reviewed by the Commission, the date which is three (3) business days after the date upon which the Company or its counsel is notified by the Commission, whether orally or in writing, that the Commission has no further comments with the SEC at all times and, if applicable, to re-file such Shelf Registration upon its expiration or, respect to the extent permissible, convert such Shelf Initial Registration from Form S-1 Statement or a successor form to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing that the prospectus related to such Shelf Initial Registration as Statement may be reasonably requested by declared effective. The earliest of such dates is referred to herein as the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstanding"Initial Effectiveness Deadline."

Initial Registration Statement. (i) The Company shallshall prepare and file with the Commission on or prior to the Filing Date a registration statement covering the resale of the Registrable Securities as would permit the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by a Holder (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the matter described Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement then in this Agreement, submit or file effect until such time as promptly a registration statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Initial Registration Statement shall contain a “Plan of Distribution” section in substantially the form attached hereto as practicable, but in any event within 15 business days after the Effective Time, and Annex A. The Company shall use its reasonable best efforts to cause the Initial Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof, a shelf registration statement thereof but in any event on Form S-1 or a successor form (or Form S-3 or a successor form prior to the extent permissibleEffectiveness Deadline, and, subject to Section 6.5(m) hereof, to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) such date as no Holder beneficially owns any Registrable Securities or (ii) the date that is three (3) years following the Closing Date (the “Shelf RegistrationEffectiveness Period”). By 4:00 p.m. (New York City time) registering on the sale by Business Day following the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis Effectiveness Deadline, the Company shall file with the Commission in accordance with Rule 415 424 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after Act the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares final prospectus to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration, the Company shall use its reasonable best efforts to keep such Shelf Registration effective used in connection with the SEC at all times and, if applicable, to re-file such Shelf Registration upon its expiration or, to the extent permissible, convert such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related sales pursuant to such Shelf Initial Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingStatement.

Initial Registration Statement. (i) The Company shall, in the matter described in this Agreement, submit or file as promptly as reasonably practicable, but in any no event within 15 business later than thirty (30) days after the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, a shelf registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to the extent permissible) date of this Agreement (the “Shelf RegistrationFiling Deadline”) registering ), file a Registration Statement under the sale by Securities Act to permit the Sponsor Stockholders public resale of their respective all of the Unlocked Shares in a secondary offering on a delayed or continuous basis in accordance with as permitted by Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested Act (or any successor or similar provision adopted by the ORCP StockholdersCommission then in effect) (“Rule 415”), such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount or if Rule 415 is requested by the applicable Sponsor Stockholder) Shares held by each not available for offers and sales of the Sponsor Stockholders at Unlocked Shares, by such time. If at the time other means of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness distribution of the Shelf Registration, Unlocked Shares as the Unitholders’ Representative may reasonably specify. The Company shall use its reasonable best efforts to keep cause such Shelf Registration Statement to become effective as soon as practicable after such filing, but in no event later than the earlier of (i) the 90th calendar day following the Filing Deadline if the Commission notifies the Company that it will “review” the Registration Statement, and (ii) the 5th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed,” or will not be subject to further review. The Registration Statement filed with the SEC at all times andCommission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or, if applicable, to re-file such Shelf Registration upon its expiration or, Form S-3 is then available to the extent permissibleCompany, convert such Shelf Registration from Form S-1 or a successor form to on Form S-3 (a “Form S-3”) or such other form of registration statement as is then available to effect a successor formregistration for resale of such Unlocked Shares, covering such Unlocked Shares, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold shall contain a Prospectus in such Shelf form as to permit any Holder to sell such Unlocked Shares pursuant to Rule 415 at any time beginning on the effective date for such Registration have been sold Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or are no longer outstandingcombination of methods legally available to, and requested prior to effectiveness by, the Unitholders’ Representative.

Initial Registration Statement. Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (ithe “Closing Date”) The Company shall, in the matter described in this Agreement, submit or file as promptly as practicable, but in any event within 15 business no later than thirty (30) days after the Effective TimeClosing Date (the “Filing Deadline”), the Company shall prepare and use its reasonable best efforts to cause to file with the SEC a Registration Statement covering the resale by the Purchasers of all Registrable Securities then held by the Purchasers. Such Registration Statement shall be declared effective after the filing thereof, a shelf registration statement on Form S-1 or a successor Form S-3, as available (the “Registration Statement”), or other appropriate form in accordance herewith and shall include the plan of distribution attached hereto as Exhibit A (or Form S-3 or a successor form except as otherwise directed by the Purchasers). Such Registration Statement also shall cover, to the extent permissible) (the “Shelf Registration”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 allowable under the Securities Act; providedAct (including Rule 416), that such date indeterminate number of effectiveness additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall be no earlier than 90 days after not include any shares of Common Stock or other securities for the Effective Time. Unless otherwise requested account of any holder without the prior written consent of the Required Purchasers, except for shares of Common Stock held by the ORCP Stockholders, such Shelf Registration filed Company’s stockholders (other than the Affiliated Holder) having “piggyback” registration rights expressly set forth in registration rights agreements entered into by the Company covering Shares will cover all (unless a lesser amount is requested by prior to the applicable Sponsor Stockholder) Shares held by each date hereof. A copy of the Sponsor Stockholders initial filing of the Registration Statement (and each pre-effective amendment thereto) shall be provided to the Purchasers and their counsel at such timeleast three (3) Business Days prior to filing. If at the time of such submission Registration Statement covering the Registrable Securities is not filed with the SEC on or filing prior to the Company Filing Deadline (or if it is a WKSI, such Shelf Registration would, at filed without giving the request of any Sponsor Stockholder, cover an unspecified number of Shares Purchasers the opportunity to be sold by review and comment on the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registrationsame as required above, the Company shall use its reasonable best efforts not be deemed to keep have satisfied such Shelf filing requirement), then in addition to any other rights each Purchaser may have hereunder or under applicable law, the Company will pay (i) an amount in cash to each Purchaser other than the Affiliated Holder, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement up to a maximum amount of all liquidated damages payable under this Agreement to any Purchaser of 10% of the purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement and (ii) for each thirty- (30) day period or pro rata for any portion thereof following the Filing Deadline for which the Registration effective Statement has not been filed or reviewed pursuant to the terms hereof, an amount in cash to each Purchaser other than the Affiliated Holder, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement up to a maximum amount of all liquidated damages payable under this Agreement to any Purchaser of 10% of the purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement. The amounts payable as partial liquidated damages pursuant to this paragraph shall be paid within three (3) Business Days of the Filing Deadline and monthly thereafter within three (3) Business Days of the last day of each month following the commencement of the Filing Deadline until the Registration Statement has been reviewed by the Purchasers and filed with the SEC as required herein. If the Company fails to pay any partial liquidated damages pursuant to this section in full within seven (7) calendar days after the date payable, the Company will pay interest thereon at all times and, if applicable, a rate of 12% per annum (or such lesser amount that is permitted to re-file such Shelf Registration upon its expiration or, be paid by applicable law) to the extent permissiblePurchaser, convert accruing daily from the date such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, payments are due until such time as amounts, plus all Shares such interest thereon, are paid in full. Payments to be made pursuant to this Section 2(a)(i) shall apply on a daily pro-rata basis for any portion of a month prior to the review and filing of the Registration Statement required herein. All payments shall be in immediately available cash funds. In all cases, regardless of whether a Registration Statement has been declared effective, no liquidated damages shall accrue or be payable with respect to securities that could be sold in such Shelf Registration have been sold or are no longer outstandingeligible for sale under Rule 144(b) without volume limitations.

Initial Registration Statement. (i) The Company shallhas filed, in accordance with the matter described in this Agreementprovisions of the Securities Act and the rules and regulations thereunder, submit or file as promptly as practicable, but in any event within 15 business days after with the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, SEC a shelf registration statement on Form S-1 or a successor form F-3 (or Form S-3 or a successor form to the extent permissibleFile Number 333-252688) (the “Shelf RegistrationInitial Registration Statement”) registering including a base prospectus (such base prospectus included in the Initial Registration Statement, as supplemented or amended from time to time shall be referred to herein as the “Prospectus”), with respect to the issuance and sale of securities by the Sponsor Stockholders Company, including Ordinary Shares and debt securities that may be convertible into Ordinary Shares, which contains, among other things a Plan of their respective Shares Distribution section disclosing the methods by which the Company may sell such securities. The Initial Registration Statement was declared effective on February 12, 2021 and remains in effect on the date hereof. Except where the context otherwise requires, the Initial Registration Statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a secondary offering on Prospectus subsequently filed with the SEC pursuant to Rule 424(b) under the Securities Act or deemed to be a delayed part of the Initial Registration Statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” No stop order preventing or continuous basis suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the SEC and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the SEC. At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in accordance with all material respects to the requirements of the Securities Act and did not and 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 the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is, and was at the time of the filing of the Registration Statement, a “foreign private issuer,” as defined in Securities Act Rule 415 405 and Exchange Act Rule 3b-4, and otherwise eligible to use Form F-3 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by and the Company covering Shares will cover all (unless a lesser amount is requested by meets the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration, the Company shall use its reasonable best efforts to keep such Shelf Registration effective transaction requirements with the SEC at all times and, if applicable, to re-file such Shelf Registration upon its expiration or, respect to the extent permissibleaggregate market value of securities being sold pursuant to this offering and during the 12 months prior to this offering, convert such Shelf Registration from as set forth in General Instruction I.B.5 of Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingF-3.

Initial Registration Statement. (i) The Company shallshall prepare, in the matter described in this Agreementand, submit or file as promptly soon as practicable, practicable but in any no event within 15 business later than thirty (30) days after the Effective Time, and use its reasonable best efforts to cause to be declared effective after Initial Closing Date (as defined in the filing thereof, a shelf registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to the extent permissibleSecurities Purchase Agreement) (the “Shelf Registration”"Filing Deadline"), file with the Commission an Initial Registration Statement or Initial Registration Statements (as necessary) registering on Form S-1, covering the sale by the Sponsor Stockholders resale of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at Registrable Securities. In the event that Form S-1 is unavailable for such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registrationregistration, the Company shall use such other form as is available for such a registration. Any Initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the product of (x) two and, (y) the sum of (i) the maximum number of Shares that are issuable upon conversion of the Initial Shares and the Additional Shares on the date of filing, and (ii) the maximum number of Shares issuable upon exercise of the Warrants, in each case, without regard to any limitation on any holder's ability to convert any of the Warrants or the Preferred Shares and without regard to whether any or all of such Preferred Shares or Warrants have been issued to Purchaser (on the date calculated, the "Minimum Conversion Amount"). Such Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, it also covers such indeterminate number of additional Shares as may become issuable upon conversion of such Preferred Shares or exercise of such Warrants (i) resulting from any adjustment in the applicable Conversion Price of such Preferred Shares or the Exercise Price of such Warrants or (ii) to prevent dilution resulting from stock splits or stock dividends. If at any time the Minimum Conversion Amount exceeds the total number of Shares so registered, the Company shall, within five (5) business days after receipt of a written notice from the Purchaser, either (i) amend the Registration Statement or Registration Statements filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the Commission at that time, to register all of the Shares into which the Initial Shares, the Additional Shares and the Warrants may be converted or exercised, as applicable, or (ii) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement on Form S-1, or such other appropriate form, to register the number of shares of Common Stock into which the Initial Shares, Additional Shares, and Warrants may be converted or exercised, as applicable, that exceed the number of Shares already registered. The Company shall use its reasonable best efforts to keep have the Initial Registration Statement declared effective within the earliest to occur of (i) ninety (90) days following the Initial Closing Date (ii) if the Commission elects not to conduct a review of the Initial Registration Statement, the date which is three (3) business days after the date upon which either the Company or its counsel is so notified, whether orally or in writing; or (iii) if the Initial Registration Statement is reviewed by the Commission, the date which is three (3) business days after the date upon which the Company or its counsel is notified by the Commission, whether orally or in writing, that the Commission has no further comments with respect to the Initial Registration Statement or that the Initial Registration Statement may be declared effective. The earliest of such Shelf Registration effective with dates is referred to herein as the SEC "Required Effective Date." Notwithstanding the use of the terms "Required Filing Date" and "Required Effective Date" herein, the Company shall at all times and, if applicable, use its best efforts to re-file each required Registration Statement or amendment to a Registration Statement as soon as possible after the Closing Date or after the date the Company becomes obligated to file such Shelf Registration upon its expiration orStatement or amendment, to as the extent permissible, convert such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor formcase may be, and to cooperate cause each such Registration Statement or amendment to become effective as soon as possible thereafter. No securities of the Company other than the Registrable Securities shall be included in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingStatement.

Initial Registration Statement. Promptly following the Closing Date but no later than sixty (i60) The Company shall, in the matter described in this Agreement, submit or file as promptly as practicable, but in any event within 15 business days after the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, a shelf registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to the extent permissible) Closing Date (the “Shelf RegistrationFiling Deadline”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration), the Company shall use its reasonable best efforts to keep such Shelf Registration effective prepare and file with the SEC at all times andone Registration Statement on Form S-3 (or, if applicableForm S-3 is not then available to the Company, on such form of registration statement as is then available to re-file effect a registration for resale of the Registrable Securities), covering the resale of the Initial Registrable Securities (assuming that all dividends for a period of four years are paid in PIK Shares as provided in the terms of the Series D Preferred Stock subject to the limitations therein). Subject to any SEC comments, such Shelf Registration upon its expiration orStatement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent permissibleallowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), convert such Shelf indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Initial Registrable Securities. Such Registration from Form S-1 Statement shall not include any shares of Common Stock or a successor form to Form S-3 other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or a successor formsupplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to cooperate the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Initial Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate stated value of the Series D Preferred Stock received by such Investor pursuant to the Purchase Agreement for each 120-day period or pro rata for any shelf takeportion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Initial Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash no later than three (3) Business Days after the end of each 120-down, whether or not underwritten, by amending or supplementing the prospectus related to day period in which such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingliquidated damages accrue.

Initial Registration Statement. Promptly following the closing of the purchase and sale of the Warrant contemplated by the Warrant Purchase Agreement (ithe "Closing Date") The Company shall, in the matter described in this Agreement, submit or file as promptly as practicable, (but in any event within 15 business no later than one hundred and twenty (120) days after the Effective TimeClosing Date), and the Corporation shall use its reasonable best efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the earlier of one hundred and eighty (180) days after the filing thereof, Closing Date or 30 days after the SEC issues a shelf no review letter) a registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to the extent permissible) (the “Shelf Registration”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act; provided"), that such covering the resale of the Registrable Securities in an amount equal to the number of shares of Common Stock underlying the Warrant issued to the Purchaser on the Closing Date plus the number of shares of Common Stock underlying the Penalty Warrant necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of effectiveness filing. At the time the Registration Statement is declared effective, the Registration Statement shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover include all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each shares of the Sponsor Stockholders Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration, the Company shall use its reasonable best efforts to keep such Shelf Registration effective with the SEC at all times and, if applicable, to re-file such Shelf any. Such Registration upon its expiration orStatement also shall cover, to the extent permissibleallowable under the 1933 Act (including Rule 416), convert such Shelf indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration from Form S-1 Statement without the consent of each Purchaser. The Registration Statement (and each amendment or a successor form to Form S-3 or a successor formsupplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to cooperate the Purchaser and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and twenty (120) days of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any shelf take-downRegistrable Shares still held by each Purchaser; provided, whether or not underwrittenhowever, by amending or supplementing the prospectus related that no Penalty Warrants shall be issuable to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are any Investor who no longer outstandingholds Registrable Securities at the time any Penalty Warrants are to be issued.

Initial Registration Statement. (i) The Company shall, in On or before the matter described in this Agreement, submit or file as promptly as practicable, but in any event within 15 business days 30th day after the Effective TimeClosing Date of the offering of Notes and Warrants under the Purchase Agreement and related Transaction Documents (the “Filing Deadline”), the Company shall prepare and use its reasonable best efforts file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to cause to be declared effective after the filing thereofCompany, a shelf on such form of registration statement on Form S-1 or as is then available to effect a successor form (or Form S-3 or a successor form to registration for resale of the extent permissibleRegistrable Securities) (the “Shelf RegistrationInitial Registration Statement”) registering ), covering the sale by resale of the Sponsor Stockholders Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Actdistribution attached hereto as Exhibit A; provided, however, that such date of effectiveness no Holder shall be no earlier than 90 days after named as an “underwriter” in the Effective Time. Unless otherwise requested by Registration Statement without the ORCP StockholdersHolder’s prior written consent, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSIprovided, such Shelf Registration wouldfurther, at the request of any Sponsor Stockholder, cover an unspecified number of Shares Holder who unreasonably refuses to be sold by named as an underwriter in the Company and/or Registration Statement shall be excluded as a selling shareholder from the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration, the Company Registration Statement. Such Registration Statement also shall use its reasonable best efforts to keep such Shelf Registration effective with the SEC at all times and, if applicable, to re-file such Shelf Registration upon its expiration orcover, to the extent permissibleallowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), convert such Shelf indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration from Form S-1 Statement shall not include any shares of Common Stock or a successor form to Form S-3 other securities of the Company for the account of any other person without the prior written consent of the Required Holders. The Registration Statement (and each amendment or a successor formsupplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to cooperate the Holders prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in any shelf take-down, whether or not underwritten, by amending or supplementing an amount equal to 1.0% of the prospectus related to such Shelf Registration as may be reasonably requested aggregate amount invested by the Sponsor Stockholders Holder pursuant to the Purchase Agreement for each 30-day period or as otherwise requiredpro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Holders’ exclusive monetary remedy for such events, until such time as all Shares that could but shall not affect the right of the Holders to seek injunctive relief. Such payments shall be sold made to each Holder in such Shelf Registration have been sold or are cash no longer outstandinglater than three (3) Business Days after the end of each 30-day period.

Initial Registration Statement. (i) The Company shallshall prepare and file within ten (10) business days following the filing of its Form 8-K in which the audited financial Statements of Tier One Consulting, in Inc. are filed with the matter described in this Agreement, submit or file as promptly as practicableSEC, but in any no event within 15 business longer than seventy-five (75) seventy-five (75) days after following the Effective TimeClosing Date (the “Filing Date”), a registration statement (the “Registration Statement”) covering the resale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the resale of all of the shares of the Registrable Securities. The registration rights provided herein shall be solely for the benefit of the Investor and shall not be assignable by the Investor to any other person. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as possible after the filing thereof, a shelf registration statement on Form S-1 or a successor form (or Form S-3 or a successor form thereof and shall promptly respond to any comment letters furnished by the extent permissible) SEC in connection with the Registration Statement (the “Shelf RegistrationRequired Effectiveness Date”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness ). Nothing contained herein shall be no earlier than 90 days after deemed to limit the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed number of Registrable Securities to be registered by the Company covering Shares will cover all (unless hereunder. As a lesser amount is requested by result, should the applicable Sponsor Stockholder) Shares held by each of Registration Statement not relate to the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified maximum number of Shares Registrable Securities acquired by (or potentially acquirable by) the Investor pursuant to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf RegistrationPreferred Stock Purchase Agreement, the Company shall use its reasonable best efforts be required to keep promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, where applicable) relating to such Shelf Registration effective with the SEC at all times and, Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if applicable, to re-file such Shelf Registration upon its expiration or, it were an amendment to the extent permissible, convert such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingStatement.

Initial Registration Statement. Promptly following the earlier of (ix) The Company shall, in the matter described in this Agreement, submit or file as promptly as practicable, but in any event within 15 business days after closing of the Effective Time, purchase and use its reasonable best efforts to cause to be declared effective after sale of the filing thereof, a shelf registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to securities contemplated by the extent permissible) Purchase Agreement (the “Shelf RegistrationClosing Date”) registering and (y) April 15, 2019, but no later than May 15, 2019 (the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration“Filing Deadline”), the Company shall use its reasonable best efforts to keep such Shelf Registration effective prepare and file with the SEC at all times andone Registration Statement on Form S-3 (or, if applicableForm S-3 is not then available to the Company, on such form of registration statement as is then available to re-file effect a registration for resale of the Registrable Securities), covering the resale of the Initial Registrable Securities. Subject to any SEC comments, such Shelf Registration upon its expiration orStatement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent permissibleallowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), convert such Shelf indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Initial Registrable Securities. The Registration from Form S-1 Statement (and each amendment or a successor form to Form S-3 or a successor formsupplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to cooperate the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Initial Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or pro rata for any shelf takeportion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Initial Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash no later than three (3) Business Days after the end of each 30-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingday period.

Initial Registration Statement. (i) The Company shallshall prepare, in the matter described in this Agreementand, submit or file as promptly soon as practicable, practicable but in any no event within 15 business later than thirty (30) days after the Effective Time, and use its reasonable best efforts to cause to be declared effective after Initial Closing Date (as defined in the filing thereof, a shelf registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to the extent permissibleSecurities Purchase Agreement) (the “Shelf Registration”"Filing Deadline"), file with the Commission an Initial Registration Statement or Initial Registration Statements (as necessary) registering on Form SB-2, covering the sale by the Sponsor Stockholders resale of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at Registrable Securities. In the event that Form SB-2 is unavailable for such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registrationregistration, the Company shall use such other form as is available for such a registration. Any Initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the product of (x) two and, (y) the sum of (i) the maximum number of Shares that are issuable upon conversion of the Initial Shares and the Additional Shares on the date of filing, and (ii) the maximum number of Shares issuable upon exercise of the Warrants, in each case, without regard to any limitation on any holder's ability to convert any of the Warrants or the Preferred Shares and without regard to whether any or all of such Preferred Shares or Warrants have been issued to Purchaser (on the date calculated, the "Minimum Conversion Amount"). Such Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, it also covers such indeterminate number of additional Shares as may become issuable upon conversion of such Preferred Shares or exercise of such (i) resulting from any adjustment in the applicable Conversion Price of such Preferred Shares or the Exercise Price of such Warrants or (ii) to prevent dilution resulting from stock splits or stock dividends. If at any time the Minimum Conversion Amount exceeds the total number of Shares so registered, the Company shall, within five (5) business days after receipt of a written notice from the Purchaser, either (i) amend the Registration Statement or Registration Statements filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the Commission at that time, to register all of the Shares into which the Initial Shares, the Additional Shares and the Warrants may be converted or exercised, as applicable, or (ii) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement on Form SB-2, or such other appropriate form, to register the number of shares of Common Stock into which the Initial Shares, Additional Shares, and Warrants may be converted or exercised, as applicable, that exceed the number of Shares already registered. The Company shall use its reasonable best efforts to keep have the Initial Registration Statement declared effective within the earliest to occur of (i) ninety (90) days following the Initial Closing Date(ii) if the Commission elects not to conduct a review of the Initial Registration Statement, the date which is three (3) business days after the date upon which either the Company or its counsel is so notified, whether orally or in writing; or (iii) if the Initial Registration Statement is reviewed by the Commission, the date which is three (3) business days after the date upon which the Company or its counsel is notified by the Commission, whether orally or in writing, that the Commission has no further comments with respect to the Initial Registration Statement or that the Initial Registration Statement may be declared effective. The earliest of such Shelf Registration effective with dates is referred to herein as the SEC "Required Effective Date." Notwithstanding the use of the terms "Required Filing Date" and "Required Effective Date" herein, the Company shall at all times and, if applicable, use its best efforts to re-file each required Registration Statement or amendment to a Registration Statement as soon as possible after the Closing Date or after the date the Company becomes obligated to file such Shelf Registration upon its expiration orStatement or amendment, to as the extent permissible, convert such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor formcase may be, and to cooperate cause each such Registration Statement or amendment to become effective as soon as possible thereafter. No securities of the Company other than the Registrable Securities shall be included in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingStatement.

Initial Registration Statement. (a) On or before the Closing Date, the Company shall have filed a registration statement under the Act for the resale by the Purchaser of the Registrable Securities (the "REGISTRATION STATEMENT"). The Registration Statement shall be declared effective under the Act by the SEC within sixty (60) days of the Closing Date and no stop order shall have been issued and no proceeding shall have been initiated or threatened with respect to a stop order relating thereto. If required, a prospectus constituting a part of the Registration Statement (the "PROSPECTUS") shall have been filed with the SEC in the manner and within the time period required by Rule 424(b) under the Act. The Registration Statement and the Prospectus and any amendments or supplements thereto shall contain all statements which are required to be stated therein in accordance with the Act and the rules and regulations thereunder, and in all material respects conform to the requirements thereof, and neither the Registration Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or shall omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made in the case of the Prospectus, not misleading. (b) The Company shall keep the Registration Statement effective under the Act until the earlier of (i) The Company shall, in the matter described in this Agreement, submit or file as promptly as practicable, but in any event within 15 business days after the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, a shelf registration statement on Form S-1 or a successor form (or Form S-3 or a successor form sale of all Registrable Securities pursuant to the extent permissibleRegistration Statement and (ii) (the “Shelf Registration”first date upon which the Purchaser may sell all of the Registrable Securities into the public market, without restrictions, pursuant to Rule 144(k) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 promulgated under the Securities Act; provided, however, that such in the event that at any time following the effectiveness of the Registration Statement under the Act, the Registration Statement or the Prospectus shall 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 light of the circumstances under which they were made in the case of the Prospectus, not misleading as a result of a pending material corporate transaction, the Company (i) shall provide written notice to the Purchaser advising the Purchaser that the Purchaser may not resell the Registrable Securities pursuant to the Registration Statement until the date specified therein (the period commencing on the date of effectiveness the receipt of such notice and such date, a "BLACKOUT PERIOD"), and (ii) shall be no earlier than entitled to delay (the "Delay Period") the filing with the SEC of any amendment or supplement to the Registration Statement required to correct such untrue statement of material fact or omission to state any material fact (a "REQUIRED AMENDMENT"), if the purpose for such delay is solely to maintain the confidentiality of such transaction or to permit the Company to consummate such transaction. Notwithstanding the foregoing, (x) the aggregate number of days included in any Blackout Period shall not exceed 90 days after during any consecutive 12 month period and (y) the Effective Time. Unless otherwise requested Delay Period shall terminate, and such Required Amendment shall be declared by the ORCP StockholdersSEC to be effective under the Act, such Shelf Registration filed by on or prior to the Company covering Shares will cover all (unless a lesser amount is requested by final day of the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor StockholdersBlackout Period. (iic) Upon effectiveness If the Registration Statement is not declared effective by the SEC within sixty (60) days of the Shelf RegistrationClosing Date or a Required Amendment is not declared effective by the SEC prior to the final day of the applicable Blackout Period, the Company shall use its reasonable best efforts pay to keep such Shelf the Purchaser in cash, on the first day of each calendar month thereafter, an amount equal to 6% per annum of the Purchase Price for each day in the immediately preceding calendar month that the Registration effective with Statement or the Required Supplement has not yet declared effective. The payments required in this Section 6.01(b) shall not reduce or excuse (but shall be cumulative to) the obligations of the Company under the Warrant Certificate to increase the number of shares of Common Stock issuable upon exercise of the Warrants as a result of the delay in the SEC at all times and, if applicable, to re-file such Shelf declaring the Registration upon its expiration or, to the extent permissible, convert such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingStatement effective.

Initial Registration Statement. Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (i) The Company shallthe “Closing Date”), and subject to the purchase and sale of Shares in the matter described in this Agreement, submit or file as promptly as practicableOffering by Persons other than Affiliated Holder with an aggregate purchase price of at least $1,000,000, but in any event within 15 business no later than ten (10) days after the Effective Timedeadline for filing the Company’s Form 10-K for the year ended December 3, 2008 with the SEC (the “Filing Deadline”), the Company shall prepare and use its reasonable best efforts to cause to file with the SEC a Registration Statement covering the resale by the Purchasers of all Registrable Securities then held by the Purchasers. Such Registration Statement shall be declared effective after the filing thereof, a shelf registration statement on Form S-1 or a successor Form S-3, as available (the “Registration Statement”), or other appropriate form in accordance herewith and shall include the plan of distribution attached hereto as Exhibit A (or Form S-3 or a successor form except as otherwise directed by the Purchasers). Such Registration Statement also shall cover, to the extent permissible) (the “Shelf Registration”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 allowable under the Securities Act; providedAct (including Rule 416), that such date indeterminate number of effectiveness additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall be no earlier than 90 days after not include any shares of Common Stock or other securities for the Effective Time. Unless otherwise requested account of any holder without the prior written consent of the Required Purchasers, except for shares of Common Stock held by the ORCP Stockholders, such Shelf Registration filed Company’s stockholders (other than the Affiliated Holder) having “piggyback” registration rights expressly set forth in registration rights agreements entered into by the Company covering Shares will cover all (unless a lesser amount is requested by prior to the applicable Sponsor Stockholder) Shares held by each date hereof. A copy of the Sponsor Stockholders initial filing of the Registration Statement (and each pre-effective amendment thereto) shall be provided to the Purchasers and their counsel at such timeleast three (3) Business Days prior to filing. If at the time of such submission Registration Statement covering the Registrable Securities is not filed with the SEC on or filing prior to the Company Filing Deadline (or if it is a WKSI, such Shelf Registration would, at filed without giving the request of any Sponsor Stockholder, cover an unspecified number of Shares Purchasers the opportunity to be sold by review and comment on the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registrationsame as required above, the Company shall use its reasonable best efforts not be deemed to keep have satisfied such Shelf filing requirement), then in addition to any other rights each Purchaser may have hereunder or under applicable law, the Company will pay (i) an amount in cash to each Purchaser other than the Affiliated Holder, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement up to a maximum amount of all liquidated damages payable under this Agreement to any Purchaser of 10% of the purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement and (ii) for each thirty- (30) day period or pro rata for any portion thereof following the Filing Deadline for which the Registration effective Statement has not been filed or reviewed pursuant to the terms hereof, an amount in cash to each Purchaser other than the Affiliated Holder, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement up to a maximum amount of all liquidated damages payable under this Agreement to any Purchaser of 10% of the purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement. The amounts payable as partial liquidated damages pursuant to this paragraph shall be paid within three (3) Business Days of the Filing Deadline and monthly thereafter within three (3) Business Days of the last day of each month following the commencement of the Filing Deadline until the Registration Statement has been reviewed by the Purchasers and filed with the SEC as required herein. If the Company fails to pay any partial liquidated damages pursuant to this section in full within seven (7) calendar days after the date payable, the Company will pay interest thereon at all times and, if applicable, a rate of 12% per annum (or such lesser amount that is permitted to re-file such Shelf Registration upon its expiration or, be paid by applicable law) to the extent permissiblePurchaser, convert accruing daily from the date such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, payments are due until such time as amounts, plus all Shares such interest thereon, are paid in full. Payments to be made pursuant to Section 2(a)(ii) shall apply on a daily pro-rata basis for any portion of a month prior to the review and filing of the Registration Statement required herein. All payments shall be in immediately available cash funds. In all cases, regardless of whether a Registration Statement has been declared effective, no liquidated damages shall accrue or be payable with respect to securities that could be sold in such Shelf Registration have been sold or are no longer outstandingeligible for sale under Rule 144 without volume limitations.

Initial Registration Statement. (i) The Company shallshall prepare, in the matter described in this Agreementand, submit or file as promptly soon as practicable, practicable but in any no event within 15 business later than thirty (30) days after the Effective Time, and use its reasonable best efforts to cause to be declared effective after Closing Date (as defined in the filing thereof, a shelf registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to the extent permissibleSecurities Purchase Agreement) (the “Shelf Registration”"Filing Deadline"), file with the Commission an Initial Registration Statement or Initial Registration Statements (as necessary) registering on Form S-3, covering the sale by the Sponsor Stockholders resale of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at Registrable Securities. In the event that Form S-3 is unavailable for such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registrationregistration, the Company shall use its reasonable best efforts such other form as is available for such a registration. Any Initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to keep the product of (x) two and, (y) the sum of (i) the maximum number of Shares that are issuable upon conversion of the Preferred Shares and the Warrants on the date of filing, and (ii) the maximum number of Shares issuable upon exercise of the Warrants, in each case, without regard to any limitation on any holder's ability to convert any of the Warrants or the Preferred Shares and without regard to whether any or all of such Shelf Preferred Shares or Warrants have been issued to Purchaser (on the date calculated, the "Minimum Conversion Amount"). If permitted by the rules of the Securities and Exchange Commission, such Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, it also covers such indeterminate number of additional Shares as may become issuable upon conversion of such Preferred Shares or exercise of such Warrants (i) resulting from any adjustment in the applicable Conversion Price of such Preferred Shares or the Exercise Price of such Warrants, or (ii) to prevent dilution resulting from stock splits or stock dividends. If at any time the Minimum Conversion Amount exceeds the total number of Shares so registered, the Company shall, within five (5) business days after receipt of a written notice from the Purchaser, either (i) amend the Registration Statement or Registration Statements filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective by the Commission at that time, to register all of the Shares into which the Preferred Shares and the Warrants may be converted or exercised, as applicable, or (ii) if such Registration Statement has been declared effective by the Commission at that time, file with the SEC at all times andCommission an additional Registration Statement on Form S-3, if applicableor such other appropriate form, to re-file such Shelf Registration upon its expiration or, to the extent permissible, convert such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstanding.register the

Initial Registration Statement. Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (ithe “Closing Date”) The Company shall, in the matter described in this Agreement, submit or file as promptly as practicable, but in any event within 15 business days after the Effective Time, and use its reasonable best efforts to cause to be declared effective no later than five (5) Business Days after the filing thereof, a shelf registration statement of the Company’s Quarterly Report on Form S-1 or a successor form (or Form S-3 or a successor form to 10-QSB for the extent permissible) fiscal quarter ended June 30, 2007 (the “Shelf RegistrationSB-2 Filing Deadline”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration), the Company shall use its reasonable best efforts to keep such Shelf Registration effective prepare and file with the SEC at a Registration Statement covering the resale by the Purchasers of all times and, if applicable, Registrable Securities then held by the Purchasers to re-file such Shelf be made on a continuous basis pursuant to Rule 415. Such Registration upon its expiration orStatement shall be on Form SB-2 (the “SB-2 Registration Statement”) or other appropriate form in accordance herewith and shall include the plan of distribution attached hereto as Exhibit A (except as otherwise directed by the Purchasers). Such SB-2 Registration Statement also shall cover, to the extent permissibleallowable under the 1933 Act (including Rule 416), convert such Shelf indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such SB-2 Registration from Form S-1 Statement shall not include any shares of Common Stock or a successor form to Form S-3 or a successor formother securities for the account of Nordic and any other holder without the prior written consent of the Required Purchasers, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested except for shares of Common Stock held by the Sponsor Stockholders Company’s stockholders (other than Nordic) having “piggyback” registration rights expressly set forth in registration rights agreements entered into by the Company prior to the date hereof. A copy of the initial filing of the Registration Statement (and each pre-effective amendment thereto) shall be provided to the Purchasers and their counsel at least three (3) business days prior to filing. If the SB-2 Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the SB-2 Filing Deadline (or if it is filed without giving the Purchasers the opportunity to review and comment on the same as otherwise requiredrequired above, the Company shall not be deemed to have satisfied such filing requirement) and, then in addition to any other rights each Purchaser may have hereunder or under applicable law, the Company will pay (i) an amount in cash to each Purchaser, as partial liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement up to a maximum amount of all liquidated damages payable under this Agreement to any Purchaser of 10% of the purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement and (ii) for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which the SB-2 Registration Statement has not been filed or reviewed pursuant to the terms hereof an amount in cash to each Purchaser, as partial liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement up to a maximum amount of all liquidated damages payable under this Agreement to any Purchaser of 10% of the purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement. The amounts payable as partial liquidated damages pursuant to this paragraph shall be paid within three (3) Business Days of the SB-2 Filing Deadline and monthly thereafter within three (3) Business Days of the last day of each month following the commencement of the SB-2 Filing Deadline until the SB-2 Registration Statement has been reviewed by the Purchasers and filed with the SEC as required herein. If the Company fails to pay any partial liquidated damages pursuant to this section in full within seven calendar days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser amount that is permitted to be paid by applicable law) to the Purchaser, accruing daily from the date such payments are due until such time as amounts, plus all Shares that could such interest thereon, are paid in full. Payments to be sold made pursuant to this Section 2(a)(i) shall apply on a daily pro-rata basis for any portion of a month prior to the review and filing of the Registration Statement required herein. All payments shall be in such Shelf Registration have been sold or are no longer outstandingimmediately available cash funds.

Initial Registration Statement. Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (ithe “Closing Date”) The Company shall, in the matter described in this Agreement, submit or file as promptly as practicable, but in any event within 15 business no later than forty-five (45) days after the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, a shelf registration statement on Form S-1 or a successor form (or Form S-3 or a successor form to the extent permissible) Closing Date (the “Shelf RegistrationFiling Deadline”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration), the Company shall use its reasonable best efforts to keep such Shelf Registration effective prepare and file with the SEC at all times andone Registration Statement on Form S-1, if covering the resale of the Registrable Securities and the Other Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. In the event that the SEC requires an Investor to be named as an underwriter and such Investor does not consent thereto, such Investor’s Registrable Securities or Other Registrable Securities, as applicable, to re-file such Shelf shall be removed from the Registration upon its expiration orStatement and shall be treated as “Cut Back Shares” in accordance with Section 2(d) hereof. Such Registration Statement also shall cover, to the extent permissibleallowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), convert such Shelf indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities and the Other Registrable Securities. Such Registration from Form S-1 Statement shall not include any shares of Common Stock or a successor form to Form S-3 other securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or a successor formsupplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to cooperate in any shelf take-downthe Investors and their counsel prior to its filing or other submission, whether provided, that no such amendment or not underwritten, by amending or supplementing supplement occurring solely as a result of the prospectus related to such Shelf Registration as may be reasonably requested filing by the Sponsor Stockholders Company of a report or other document pursuant to the Exchange Act need be provided to any Investor or its counsel. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as otherwise requiredliquidated damages and not as a penalty, until in an amount equal to 1.5% of the aggregate amount invested by such time as all Shares that could Investor pursuant to the Purchase Agreement for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be sold made to each Investor in such Shelf Registration have been sold or are cash no longer outstandinglater than three (3) Business Days after the end of each 30-day period.

Initial Registration Statement. (ia) The Company shall, in Within 20 days following the matter described in date of this Agreement, submit or the Company will file as promptly as practicable, but in any event within 15 business days after the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, a shelf registration statement on Form S-1 S-3 (or a successor form (or Form S-3 or a successor form to form) covering all Registrable Shares held by the extent permissible) Stockholders (the “Initial Shelf”). (b) The Company will use reasonable best efforts to cause the Initial Shelf Registration”) registering the sale to be declared effective by the Sponsor Stockholders Commission as soon as reasonably practicable. (c) Promptly following the issuance of their respective any Additional Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by to the applicable Sponsor Stockholder) Shares held by each of the Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration, the Company shall file a post-effective amendment to the Initial Shelf in order to add such Additional Shares to the Initial Shelf. (d) The Company will keep a shelf registration statement on Form S-3 (or a successor form) filed pursuant to this Section 2.1 continuously effective until the earliest of (i) the date on which all Registrable Shares covered by such shelf registration statement have been sold thereunder, (ii) the date there cease to be any Registrable Shares outstanding and (iii) six years following the date the Initial Shelf is declared effective by the Commission (such earliest date being the “End Date”). For the avoidance of doubt, if any Registrable Shares exist and have not been sold prior to the date on which securities may no longer be offered and sold pursuant to the Initial Shelf, the Company shall file a new shelf registration statement on Form S-3 (or a successor form) covering all remaining Registrable Shares held by the Stockholders, and shall use its reasonable best efforts to keep such Shelf Registration shelf registration statement continuously effective with until the SEC End Date. (e) Subject to Section 2.4, upon the request, made at all times andany time and from time to time, if applicableof Stockholders who own Registrable Shares, to re-file such Shelf Registration upon its expiration or, to the extent permissible, convert such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate Company shall facilitate in the manner described in this Agreement an offering of Registrable Shares included in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such time as all Shares that could be sold in such Shelf Registration have been sold or are no longer outstandingregistration statement.

Initial Registration Statement. (i) The Company shallhas filed, in accordance with the matter described in this Agreementprovisions of the Securities Act and the rules and regulations thereunder, submit or file as promptly as practicable, but in any event within 15 business days after with the Effective Time, and use its reasonable best efforts to cause to be declared effective after the filing thereof, SEC a shelf registration statement on Form S-1 or a successor form F-3 (or Form S-3 or a successor form to the extent permissibleFile Number 333-256451) (the “Shelf RegistrationInitial Registration Statement”) registering including a base prospectus (such base prospectus included in the Initial Registration Statement, as supplemented or amended from time to time shall be referred to herein as the “Prospectus”), with respect to the issuance and sale of securities by the Sponsor Stockholders Company, including Ordinary Shares represented by ADSs and debt securities that may be convertible into Ordinary Shares represented by ADSs, which contains, among other things a Plan of their respective Shares Distribution section disclosing the methods by which the Company may sell such securities. The Initial Registration Statement was declared effective on June 23, 2021 and remains in effect on the date hereof. Except where the context otherwise requires, the Initial Registration Statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a secondary offering on a delayed or continuous basis in accordance Prospectus subsequently filed with the SEC pursuant to Rule 415 424(b) under the Securities Act; provided, that such date of effectiveness shall Act or deemed to be no earlier than 90 days after the Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a lesser amount is requested by the applicable Sponsor Stockholder) Shares held by each part of the Sponsor Stockholders at such time. If at Initial Registration Statement pursuant to Rule 430B of the time of such submission Securities Act, is herein called the “Registration Statement.” No stop order preventing or filing suspending the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration, Registration Statement or suspending or preventing the Company shall use its reasonable best efforts to keep such Shelf Registration effective with of the Prospectus has been issued by the SEC at all times and, if applicable, to re-file such Shelf Registration upon its expiration and no proceedings for that purpose have been instituted or, to the extent permissibleknowledge of the Company, convert such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the prospectus related to such Shelf Registration as may be reasonably requested are threatened by the Sponsor Stockholders SEC. At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or as otherwise requiredomit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, until such at time as the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all Shares that could be sold material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in such Shelf Registration have been sold or are no longer outstanding.order to make the statements therein, in light of the circumstances under which they were made, not misleading