Common use of Registration Statement on Form S-3 Clause in Contracts

Registration Statement on Form S-3. For use in the sale of up to 25 percent (25%) of the Shares (the "UNRESTRICTED SHARES"), within 30 days of the Issue Date, the Company will prepare and file with the Securities and Exchange Commission ("SEC") a registration statement on Form S-3 (or such other form that the Company may be eligible to use) relating to the sale of the Unrestricted Shares by Holder from time to time (the "REGISTRATION STATEMENT"), and use its reasonable best efforts, subject to receipt of necessary information from Holder, to cause such Registration Statement to be declared effective by the SEC as soon as is practicable after the SEC has completed its review process. The Company agrees to use its reasonable best efforts to keep such Registration Statement effective until twelve 12 months after the issue date. The Company shall file all reports required to be filed by the Company with the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent). Notwithstanding the foregoing, following the effectiveness of the Registration Statement, the Company may, at any time, suspend the effectiveness of the Registration Statement (a "SUSPENSION PERIOD"), by giving written notice to Holder, if the Company shall have determined that the Company may be required to disclose, update, correct or provide any material corporate development or information. Holder agrees that, upon receipt of any notice from the Company of a Suspension Period, Holder will not sell any Unrestricted Shares pursuant to the Registration Statement until (i) Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) Holder has received copies of any additional or supplemental or amended prospectus, if applicable, and (iii) Holder has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will use its reasonable best efforts to ensure that the use of the Registration Statement may be resumed as soon as reasonably practicable.

Registration Statement on Form S-3. For use (a) As soon as reasonably practicable after the Closing, but in the sale of up to 25 percent (25%) of the Shares (the "UNRESTRICTED SHARES")any event on or before December 31, within 30 days of the Issue Date2000, the Company will prepare and Purchaser shall file with the Securities and Exchange Commission SEC a Registration Statement on Form S-3, any successor short-form registration statement promulgated by the SEC, or any other appropriate form of registration statement ("SECRegistration Statement") a registration statement on Form S-3 to register the resale by the Founding Stockholders of the "Registrable Securities" under the 1933 Act (or such other form that as defined in Paragraph (e) below). After the Company Registration Statement is filed, the Purchaser shall use its best efforts to (i) have the Registration Statement declared effective by the SEC, (ii) thereafter prepare and file, as the Purchaser shall determine may be eligible to use) relating required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements to the sale of prospectus contained in the Unrestricted Shares by Holder from time Registration Statement or a post-effective amendment or amendments to time (the "REGISTRATION STATEMENT")Registration Statement and, and use its reasonable best effortswith respect to any post-effective amendment, subject to receipt of necessary information from Holder, to cause such Registration Statement post-effective amendment to be declared effective by the SEC as soon as is practicable after SEC, and (iii) maintain the SEC has completed its review process. The Company agrees to use its reasonable best efforts to keep such effectiveness of the Registration Statement effective until twelve 12 months after the issue date. The Company shall file all reports required to be filed by earlier of (A) the Company with date two (2) years from the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use date of Form S-3 (or its successor or equivalent). Notwithstanding the foregoing, following the effectiveness of the Registration Statement, or (B) the Company maysale of all of the Registrable Securities pursuant to the Registration Statement. The Purchaser further agrees that it will (1) furnish to the Founding Stockholders such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders may reasonably request in order to facilitate the public offering of the Registrable Securities, (2) use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder may reasonably request in writing within twenty (20) days following the original filing of the Registration Statement, except that the Purchaser shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (3) notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, (4) notify the Founding Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (5) prepare and file with the SEC, promptly upon the request of any Founding Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for Purchaser, is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution and resale of the Registrable Securities by such Founding Stockholder, (6) prepare and promptly file with the SEC and promptly notify the Founding Stockholders of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the 1933 Act, any timeevent shall have occurred as the result of which any such prospectus or any other prospectus or prospectus supplement as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, suspend in the light of the circumstances in which they were made, not misleading, and (7) advise the Founding Stockholders, promptly after Purchaser shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement (a "SUSPENSION PERIOD"), by giving written notice to Holder, if or the Company shall have determined that the Company may be required to disclose, update, correct initiation or provide any material corporate development or information. Holder agrees that, upon receipt threatening of any notice from the Company of a Suspension Period, Holder will not sell any Unrestricted Shares pursuant to the Registration Statement until (i) Holder is advised in writing by the Company proceeding for that the use of the applicable prospectus may be resumed, (ii) Holder has received copies of any additional or supplemental or amended prospectus, if applicable, purpose and (iii) Holder has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will promptly use its reasonable best efforts to ensure that prevent the use issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Founding Stockholder hereby agrees to cooperate with all reasonable requests by Purchaser necessary to effectuate the preparation and filing of the Registration Statement may be resumed as soon as reasonably practicableand agrees to provide the Purchaser with all information required in connection therewith in a timely manner and to comply with the procedures specified in Section 6.2(b) below.

Registration Statement on Form S-3. For use in Subject to compliance with SEC regulations under the sale Securities Act, including the requirement that current financial information is available as a condition to effectiveness of up to 25 percent (25%) of certain registration statements filed under the Shares (the "UNRESTRICTED SHARES")Securities Act, within 30 days of the Issue Date, the Company will prepare and I-trax shall file with the Securities and Exchange Commission ("SEC") SEC a registration statement on Form S-3 (or in the form of Exhibit G attached hereto as amended in such other form that respects as I-trax determines in necessary to comply with its obligations under the Company may be eligible securities laws covering I-trax Common Shares issuable in the First Merger and the I-trax Common Shares issueable upon conversion of I-trax Preferred Shares in the First Merger. I-trax shall use its commercially reasonable efforts to use) relating cause such Form S-3 to become effective promptly. I-trax shall promptly convey to CHDM and its counsel all correspondence with the SEC related to the Form S-3. I-trax shall keep such registration statement effective for a period of two years from its initial effective date. I-trax will cause its executive officers to enter into lock-up agreements prohibiting the sale of their I-trax stock until such time as the Unrestricted Shares Form S-3 has been effective for 90 days. CHDM Representative will cause its executive officers to enter into lock-up agreements prohibiting the sale of their I-trax stock until such time as the Form S-3 has been effective for 90 days. All fees, disbursements and out-of-pocket expenses and costs incurred by Holder from time to time I-trax in connection with the preparation and filing of the Form S-3 and in complying with applicable Federal and state securities laws (the "REGISTRATION STATEMENT")including, and use its reasonable best effortswithout limitation, subject to receipt all attorneys' fees of necessary information from Holder, to cause such Registration Statement to I-trax) shall be declared effective borne by the SEC as soon as is practicable after the SEC has completed its review processI-trax. The Company agrees former CHDM Stockholders shall bear the cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to the shares being registered and the fees and expenses of their counsel. I-trax shall use its reasonable best efforts to keep qualify any of the registered I-trax Common Stock for sale in such Registration Statement effective until twelve 12 months after states as any former CHDM Stockholder reasonably designates. However, I-trax shall not be required to qualify in any state which will require an escrow or other restriction relating to I-trax and/or the issue datesellers, or which will require I-trax to qualify to do business in such state or require I-trax to file therein any general consent to service of process. The Company shall file all reports I-trax at its expense will supply the former CHDM Stockholders with copies of the Form S-3 and any prospectus included therein and other related documents in such quantities as may be reasonably requested by the former CHDM Stockholders. I-trax will indemnify and hold harmless the former CHDM Stockholders and their affiliates against any liability or expense under the Securities Act of 1933 or otherwise, insofar as such liability or expense is caused by any untrue statement or alleged untrue statement of any material fact contained in the Form S-3, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be filed by stated therein or necessary to make the Company with the SEC statements therein, in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent). Notwithstanding the foregoing, following the effectiveness light of the Registration Statementcircumstances in which they were made, not misleading; provided, however, that I-trax will not be liable to the Company may, at extent that any time, suspend such liability or expense arises out of an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by such former CHDM Stockholder in writing specifically for use in the effectiveness preparation of the Registration Statement (a "SUSPENSION PERIOD"), by giving written notice to Holder, if the Company shall have determined that the Company may be required to disclose, update, correct or provide any material corporate development or information. Holder agrees that, upon receipt of any notice from the Company of a Suspension Period, Holder will not sell any Unrestricted Shares pursuant to the Registration Statement until (i) Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) Holder has received copies of any additional or supplemental or amended prospectus, if applicable, and (iii) Holder has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will use its reasonable best efforts to ensure that the use of the Registration Statement may be resumed as soon as reasonably practicableForm S-3.

Registration Statement on Form S-3. For use (a) If requested by the Company in writing prior to Closing, then within the sale later of up to 25 percent (25%i) of 15 Business Days following such written request and (ii) the Shares (second Business Day following the "UNRESTRICTED SHARES"), within 30 days of the Issue Closing Date, the Company will Parent shall prepare and file with the Securities and Exchange Commission ("SEC") SEC a resale registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 (or such other resale registration form that the Company Parent may then be eligible to use) relating in order to register with the sale of SEC the Unrestricted Shares resale by Holder the Company Shareholders, from time to time time, of the shares of Parent Common Stock issued to them hereunder (including such shares deposited in the Escrow Fund) (the "REGISTRATION STATEMENT"“Relevant Shares”) on the NYSE or the facilities of any national securities exchange on which the Parent Common Stock are then traded, or in privately negotiated transactions (a “Registration Statement”), and . Parent shall use its commercially reasonable best efforts, subject to receipt of necessary information from Holder, efforts to cause such Registration Statement to be declared effective by the SEC as soon as is reasonably practicable after thereafter and maintain the SEC has completed its review process. The Company agrees to use its reasonable best efforts to keep such Registration Statement effective until twelve 12 for a period that will terminate upon the earlier of (i) thirty (30) months after following the issue date. The Company shall file Closing, as prolonged and extended by any Suspension Period or (ii) the date on which all reports required to be filed shares of Parent Common Stock covered by the Company with Registration Statement are sold (such time frame, as extended from time to time, shall be referred to herein as the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent“Effective Period”). Notwithstanding Following the foregoing, following later of (i) the effectiveness of the Registration StatementStatement and (ii) the day which is six (6) months following the Closing Date (such date, the Company “Start Date”), Parent may, at any time, suspend the effectiveness of the Registration Statement for up to an aggregate of 60 days, as appropriate (a "SUSPENSION PERIOD"“Suspension Period”), by giving written notice to Holderthe Company Shareholders, if the Company Parent shall have determined that the Company Parent may be required to disclose, update, correct or provide disclose any material corporate development or informationas otherwise required by applicable U.S. securities Laws. Holder agrees thatNotwithstanding the foregoing, upon receipt Parent may not suspend the effectiveness of the Registration Statement more than two times during any twelve-month period following the Start Date, subject to applicable U.S. securities Laws. Parent shall inform each Company Shareholder of any notice from the such Suspension Period and will instruct such Company of a Suspension Period, Holder will Shareholders (and by executing this Agreement each Company Shareholder agrees) not to sell any Unrestricted Relevant Shares pursuant to the Registration Statement until (ia) Holder such Person is advised in writing by the Company Parent that the use of the applicable prospectus Registration Statement may be resumed, or (iib) Holder such Person has received copies of any additional or supplemental or amended prospectus, if applicable, and or (iiic) Holder such Person has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will use its reasonable best efforts to ensure that the use of the Registration Statement may be resumed as soon as reasonably practicable.

Registration Statement on Form S-3. For use in the sale of up to 25 percent (25%a) of the Shares Within ninety (the "UNRESTRICTED SHARES"), within 30 90) calendar days of the Issue Closing Date, the Company will Buyer shall prepare and file with the Securities and Exchange Commission ("SEC") SEC a resale registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 (or such other resale registration form that the Company Buyer may then be eligible to use) relating in order to register with the sale of SEC the Unrestricted Shares resale by Holder the Qualified Shareholders, from time to time time, of the shares of Buyer Common Stock issued to them hereunder (the "REGISTRATION STATEMENT"“Relevant Shares”) on NASDAQ or the facilities of any national securities exchange on which the Buyer Common Stock are then traded, or in privately negotiated transactions (a “Registration Statement”), and . Buyer shall use its commercially reasonable best efforts, subject to receipt of necessary information from Holder, efforts to cause such Registration Statement to be declared effective by within ninety (90) calendar days thereafter and maintain the SEC as soon as is practicable after the SEC has completed its review process. The Company agrees to use its reasonable best efforts to keep such Registration Statement effective until twelve 12 for a period that will terminate upon the earlier of (i) thirty (30) months after following the issue date. The Company shall file Closing, as prolonged and extended by any Suspension Period or (ii) the date on which all reports required to be filed shares of Buyer Common Stock covered by the Company with Registration Statement are sold (such time frame, as extended from time to time, shall be referred to herein as the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent“Effective Period”). Notwithstanding Following the foregoing, following later of (i) the effectiveness of the Registration StatementStatement and (ii) the day which is six (6) months following the Closing Date (such date, the Company “Start Date”), Buyer may, at any time, suspend the effectiveness of the Registration Statement for up to an aggregate of sixty (60) calendar days, as appropriate (a "SUSPENSION PERIOD"“Suspension Period”), by giving written notice to Holderthe Qualified Shareholders, if the Company Buyer shall have determined that the Company Buyer may be required to disclose, update, correct or provide disclose any material corporate development or informationas otherwise required by applicable U.S. securities Laws. Holder agrees thatNotwithstanding the foregoing, upon receipt Buyer shall inform each Qualified Shareholder of any notice from the Company of a such Suspension Period, Holder Period and will instruct such Qualified Shareholder (and by executing this Agreement each Qualified Shareholder agrees) not to sell any Unrestricted Relevant Shares pursuant to the Registration Statement until (ia) Holder such Person is advised in writing by the Company Buyer that the use of the applicable prospectus Registration Statement may be resumed, or (iib) Holder such Person has received copies of any additional or supplemental or amended prospectus, if applicable, and or (iiic) Holder such Person has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will use its reasonable best efforts to ensure that the use of the Registration Statement may be resumed as soon as reasonably practicable.

Registration Statement on Form S-3. For use in the sale of up to 25 percent (25%) of the Shares (the "UNRESTRICTED SHARES"), within 30 days of the Issue Date, the Company The Acquiror will prepare and file with the Securities and Exchange Commission ("SEC") a registration statement (“Registration Statement”) on Form S-3 (or such other form that so long as the Company may be Acquiror is then eligible to useuse such form) relating with respect to the sale resale of the Unrestricted Shares by Holder from time to time shares of Initial Stock Consideration within thirty (30) days following the "REGISTRATION STATEMENT")Closing Date and within thirty (30) days of the payment of any Earn-Out Stock Consideration with respect thereto, and will use its reasonable best efforts, subject efforts to receipt of necessary information from Holder, to (i) cause such Registration Statement to be declared effective by the SEC as soon as is practicable after the SEC has completed its review process. The Company agrees to use its reasonable best efforts to thereafter and (ii) keep such Registration Statement registration statement effective until twelve 12 months after the issue date. The Company shall file all reports required for a period of up to be filed by the Company with the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 two (or its successor or equivalent). Notwithstanding the foregoing, 2) years following the effectiveness of such registration statement or, if earlier, until the distribution contemplated in the registration statement has been completed. The Acquiror shall pay the legal fees for its own counsel, and the documented and reasonable fees and expenses of one counsel for the Selling Stockholders not to exceed (i) $35,000 in the aggregate in connection with the initial Registration Statement and (ii) $10,000 in the aggregate in connection with each subsequent Registration Statement, as well as the filing fees associated with such Registration Statement, but the holders of Target Capital Stock (as used in this Section 5.14, each a “Selling Stockholder” and together, the “Selling Stockholders”) shall pay any underwriting discounts or commissions associated with sales of shares pursuant to the registration statement. The Acquiror’s obligations to include any particular Selling Stockholder in such Registration Statement pursuant to this Section 5.14 shall be conditioned upon receipt from such Selling Stockholder of such information concerning such Selling Stockholder as is required to be set forth in the Registration Statement under 43 the Securities Act and applicable rules and regulations thereunder. The Acquiror may by written notice to the Selling Stockholders, require that the Selling Stockholders immediately cease the sale of shares pursuant to such Registration Statement if the Acquiror’s Board of Directors determines in good faith that, due to pending material corporate developments, it is in the best interests of the stockholders of the Acquiror to suspend the use of the Registration Statement. Upon receipt of such notice, the Company may, at Selling Stockholders shall immediately discontinue any time, suspend the effectiveness of the Registration Statement (a "SUSPENSION PERIOD"), by giving written notice to Holder, if the Company shall have determined that the Company may be required to disclose, update, correct or provide any material corporate development or information. Holder agrees that, upon receipt of any notice from the Company of a Suspension Period, Holder will not sell any Unrestricted Shares pursuant to sales under the Registration Statement until (i) Holder is advised in writing by the Company Acquiror that the use of the applicable prospectus such Registration Statement may again be resumed, (ii) Holder has received copies of any additional or supplemental or amended prospectus, if applicableused. The Selling Stockholders severally, and (iii) Holder has received copies not jointly, shall indemnify and hold harmless the Acquiror, each of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will use its reasonable best efforts to ensure that the use directors, each of its officers who sign the Registration Statement may and each person, if any, who controls the Acquiror within the meaning of the Securities Act, against any Damages (as hereinafter defined) to which such indemnified persons become subject under the Securities Act or the Exchange Act or any other federal or state statutory law or regulation insofar as such Damages arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement or the prospectus contained therein or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact required to be resumed stated therein or necessary to make the statements therein not misleading, in each case to the extent such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the written information furnished to the Acquiror by or on behalf of such Selling Stockholder for the express purpose of inclusion in such Registration Statement or the prospectus contained therein or any amendment or supplement thereto. In addition to the foregoing, the Acquiror shall, as soon expeditiously as reasonably practicable.possible:

Registration Statement on Form S-3. For use in (a) Within sixty (60) days following the sale of up to 25 percent (25%) of the Shares (the "UNRESTRICTED SHARES"), within 30 days of the Issue Closing Date, the Company Parent will prepare and file with the Securities and Exchange Commission ("SEC") SEC a registration statement on Form S-3 (or "S-3 Registration Statement") registering the Parent Common Stock issued in the Merger for resale by the former Company Shareholders and shall use best efforts to have the S-3 Registration Statement declared effective as soon as practical thereafter. Parent will keep the S-3 Registration Statement effective for up to one year following the Closing Date, or, if earlier, until the former Company Shareholders have completed the distribution related thereto. Parent shall prepare and file with the SEC such amendments and supplements to the S-3 Registration Statement and the prospectus used in connection with such S-3 Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the S-3 Registration Statement. Parent shall furnish to the former Company Shareholders such number of copies of a prospectus in conformity with the requirements of the Securities Act, and such other form that documents as they may reasonably request in order to facilitate the disposition of the Parent Common Stock owned by them. Parent shall notify each former Company may be eligible to use) relating Shareholder by written notice to the sale address to which the letter of transmittal was sent pursuant to Section 1.9 (unless Parent is notified in writing of a different address for a shareholder) at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the Unrestricted Shares happening of any event as a result of which the prospectus included in the S-3 Registration Statement as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. Parent shall not be required to effect the S-3 Registration Statement or any required amendment thereto or any request for acceleration of the Effective Date thereof if Parent shall furnish to the Insider Shareholders a certificate signed by Holder from time the Chairman of the Board stating that in the good faith judgment of the Board of Directors of Parent, it would be seriously detrimental to time (the "REGISTRATION STATEMENT"), and use its reasonable best efforts, subject to receipt of necessary information from Holder, to cause Parent for such S-3 Registration Statement to be effected at such time, in which event Parent shall have the right to defer filing or causing the registration statement to be declared effective by for a period of not more than 90 days in the SEC as soon as is practicable after aggregate from the SEC has completed its review process. The Company agrees to use its reasonable best efforts to keep such Registration Statement effective until twelve 12 months after the issue date. The Company shall file all reports required to be filed by the Company with the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent). Notwithstanding the foregoing, following the effectiveness date of the Registration Statement, the Company may, at any time, suspend the effectiveness of the Registration Statement (a "SUSPENSION PERIOD"), by giving written notice to Holder, if the Company shall have determined that the Company may be required to disclose, update, correct or provide any material corporate development or information. Holder agrees that, upon receipt of any notice from the Company of a Suspension Period, Holder will not sell any Unrestricted Shares pursuant to the Registration Statement until (i) Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) Holder has received copies of any additional or supplemental or amended prospectus, if applicable, and (iii) Holder has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will use its reasonable best efforts to ensure that the use of the Registration Statement may be resumed as soon as reasonably practicablecertification.

Registration Statement on Form S-3. For use in (a) As soon as reasonably practicable after the sale of up Closing (but without obligation to 25 percent (25%) of the Shares (the "UNRESTRICTED SHARES"do so earlier than September 11, 1998), within 30 days of the Issue Date, the Company will prepare and BVI shall file with the Securities and Exchange Commission ("SEC") SEC a registration statement Registration Statement on Form S-3 or any successor short-form registration statement promulgated by the SEC (or such other form that "Registration Statement") to register the Company resale by the Stockholders of the Registrable Securities under the 1933 Act. After the Registration Statement is filed, BVI shall use reasonable best efforts to (i) have the Registration Statement declared effective by the SEC, (ii) thereafter prepare and file, as BVI shall determine may be eligible to use) relating required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements to the sale of prospectus contained in the Unrestricted Shares by Holder from time Registration Statement or a post-effective amendment or amendments to time (the "REGISTRATION STATEMENT")Registration Statement and, and use its reasonable best effortswith respect to any post-effective amendment, subject to receipt of necessary information from Holder, to cause such Registration Statement post-effective amendment to be declared effective by the SEC SEC, (iii) maintain the effectiveness of the Registration Statement until the earlier of (A) the date two years from the date of effectiveness of the Registration Statement, or (B) the sale of all of the Registrable Securities pursuant to the Registration Statement. BVI further agrees that it will (i) furnish to the Stockholders and to the underwriters of the Registrable Securities, if any, such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as soon as is practicable after such Stockholders may reasonably request in order to facilitate the SEC has completed its review process. The Company agrees to public offering of the Registrable Securities (ii) use its reasonable best efforts to keep such register or qualify the Registrable Securities covered by the Registration Statement effective until twelve 12 months after under such state securities or blue sky laws of such jurisdictions as the issue date. The Company shall file all reports required to be filed by the Company with the SEC Stockholders may reasonably request in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent). Notwithstanding the foregoing, writing within 20 days following the effectiveness original filing of the Registration Statement, except that BVI shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (iii) notify the Company mayStockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, (iv) notify the Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (v) prepare and file with the SEC, promptly upon the request of any Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for the Stockholders (and concurred in by counsel for BVI), is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution of the Registrable Securities by such Stockholder, (vi) prepare and promptly file with the SEC and promptly notify the Stockholders of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the 1993 Act, any timeevent shall have occurred as the result of which any such prospectus or any other prospectus or prospectus supplement as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, suspend in the light of the circumstances in which they were made, not misleading, and (vii) advise the Stockholders, promptly after BVI shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement (a "SUSPENSION PERIOD"), by giving written notice to Holder, if or the Company shall have determined that the Company may be required to disclose, update, correct initiation or provide any material corporate development or information. Holder agrees that, upon receipt threatening of any notice from the Company of a Suspension Period, Holder will not sell any Unrestricted Shares pursuant to the Registration Statement until (i) Holder is advised in writing by the Company proceeding for that the use of the applicable prospectus may be resumed, (ii) Holder has received copies of any additional or supplemental or amended prospectus, if applicable, purpose and (iii) Holder has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will promptly use its reasonable best efforts to ensure that prevent the use issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Stockholder hereby agrees to cooperate with all reasonable requests by BVI necessary to effectuate the preparation and filing of the Registration Statement may be resumed as soon as reasonably practicableand agrees to provide the Company with all information required in connection therewith in a timely manner and to comply with the procedures specified in Section 7.6(b) below.

Registration Statement on Form S-3. For The Acquiror will use in the sale of up its commercially reasonable efforts to 25 percent (25%) of the Shares (the "UNRESTRICTED SHARES"), within 30 days of the Issue Date, the Company will prepare and file with the Securities and Exchange Commission ("SEC") a registration statement Registration Statement on Form S-3 (or such other form that so long as the Company may be Acquiror is then eligible to useuse such form) relating with respect to the sale resale of the Unrestricted Shares by Holder from time shares of Stock Consideration within 10 days following the filing of the Acquiror’s Item 2.01 8-K/A with respect to time (the "REGISTRATION STATEMENT")Purchase that contains all financial statements required to be filed as exhibits thereto, and will use its commercially reasonable best efforts, subject efforts to receipt of necessary information from Holder, to (i) cause such Registration Statement to be declared effective by the SEC as soon as is practicable after thereafter and (ii) keep such registration statement effective for a period of up to one hundred eighty (180) days following the SEC termination of the Escrow Fund pursuant to Section Nine or, if earlier, until the distribution contemplated in the registration statement has completed its review processbeen completed. The Company agrees Acquiror shall pay the legal fees for its own counsel, as well as the filing fees associated with such registration statement but the Selling Stockholders shall pay their own legal fees as well as any underwriting discounts or commissions associated with sales of shares pursuant to use its reasonable best efforts the registration statement. The Acquiror’s obligations pursuant to keep this Section 6.17 shall be conditioned upon receipt from each Selling Stockholder of such information concerning such Selling Stockholder as is required to be set forth in the Registration Statement under the Securities Act and applicable rules and regulations thereunder. The Acquiror may by written notice to the Selling Stockholders, require that the Selling Stockholders immediately cease the sale of shares pursuant to such Registration Statement effective until twelve 12 months after if the issue date. The Company shall file all reports required Acquiror’s Board of Directors determines in good faith that, due to be filed by pending material corporate developments, it is in the Company with best interests of the SEC in a timely manner and take all other necessary action so as stockholders of the Acquiror to maintain such eligibility for suspend the use of Form S-3 (or its successor or equivalent). Notwithstanding the foregoing, following the effectiveness of the Registration Statement. Upon receipt of such notice, the Company may, at Selling Stockholders shall immediately discontinue any time, suspend the effectiveness of the Registration Statement (a "SUSPENSION PERIOD"), by giving written notice to Holder, if the Company shall have determined that the Company may be required to disclose, update, correct or provide any material corporate development or information. Holder agrees that, upon receipt of any notice from the Company of a Suspension Period, Holder will not sell any Unrestricted Shares pursuant to sales under the Registration Statement until (i) Holder is advised in writing by the Company Acquiror that such Registration Statement may again be used. The Selling Stockholders severally, and not jointly, shall indemnify and hold harmless the use Acquiror, each of its directors, each of its officers who sign the Registration Statement and each person, if any, who controls the Acquiror within the meaning of the applicable prospectus may be resumedSecurities Act, against any Damages (as hereinafter defined) to which such indemnified persons become subject under the Securities Act or the Exchange Act or any other federal or state statutory law or regulation insofar as such Damages arise out of or are based upon (i) any failure on the part of the Selling Stockholder to comply with the covenants or agreements herein or (ii) Holder has received copies any untrue or alleged untrue statement of any additional or supplemental or amended prospectus, if applicable, and (iii) Holder has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference material fact contained in such prospectus. The Company will use its reasonable best efforts to ensure that the use of the Registration Statement may or the prospectus contained therein or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact required to be resumed stated therein or necessary to make the statements therein not misleading, in each case to the extent such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the written information furnished to the Acquiror by or on behalf of such Selling Stockholder for the express purpose of inclusion in such Registration Statement or the prospectus contained therein or any amendment or supplement thereto. In addition to the foregoing, the Acquiror shall, as soon expeditiously as reasonably practicable.possible: