Common use of Registration Statement Clause in Contracts

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.

Registration Statement. (a) As soon as practicable after The Company shall file a registration statement for the date hereof (and in no event resale of the Securities not later than twenty (20) Business Days following the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act Execution Date (the “Registration Filing Date”), which shall be filed on such form as the Company can qualify to use (the parties understanding that the Form S-3 is preferable to the Form S-1) a Registration Statement or post-effective amendment to an existing Registration Statement as set forth in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act this section (the “Initial Registration Statement”). By The term “Registration Statement” shall include any prospectus, amendments and supplements to such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. If Form S-3 is not available for the Registration Dateregistration of the resale of Securities hereunder, the Company shall prepare (i) register the resale of the Securities on another appropriate form and file (ii) undertake to register the Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a supplemental listing application with the Nasdaq to list registration statement on Form S-3 covering the Registrable Securities covered has been declared effective by the Initial Registration Statement U.S. Securities and Exchange Commission (the “Commission”). The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to cause a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement filed under this Agreement to be declared effective or otherwise to become effective under the Securities Act of 1933 (the “Securities Act”) as soon as possible after its filing, and will shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act at until all times until the Registration Termination Date. Any Registration Statement filed Securities have been sold, thereunder or pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Rule 144. The Company shall use its reasonable efforts to maintain eligibility to be able to file and use immediately notify the Investor in writing of the effectiveness of a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date same Business Day that the Company ceases to telephonically confirms effectiveness with the Commission (the “Effective Date”), which shall be eligible to the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Business Day after the Effective Date, file or use a final Prospectus with the Commission as required by Rule 424. The Registration Statement on Form S-3 (or any successor form thereto), upon covering the written request resale of any holder or holders of Registrable Securities, the Company Securities shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) have been declared effective under the Securities Act covering by the Registrable Securities of SEC and stay effective at all times during the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceCommitment Period.

Registration Statement. (a) As The Company shall, as soon as practicable after possible, file with the date hereof SEC an initial Registration Statement covering the maximum number of Shares as shall be permitted to be included therein in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Shares by the Investor, at then prevailing market prices (and in no event later than the date that the definitive Proxy not fixed prices). The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement has been filed and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq give due consideration to list the Registrable Securities covered all reasonable comments. The Investor shall furnish all information reasonably requested by the Initial Registration Statement and Company for inclusion therein. The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuanceRegistration Statement declared effective by the SEC at the earliest possible date. In addition, the The Company will from time to time shall use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable best efforts to keep the Registration Statement continuously effective under effective, available for the Securities Act resale by the Investor of all of the Shares covered thereby at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date as of which the Investor may sell all of the Shares purchased by the Investor without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all Registrable Securities the Shares covered thereby. The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The Company shall promptly notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of the Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement have been sold thereunder for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Securities for sale in accordance with any jurisdiction or the plan and method initiation or notice of distribution disclosed any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the prospectus included making of any changes in the Registration Statement, (ii) there otherwise cease related prospectus or documents so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any Registrable Securities untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iiiv) if the Company consolidates Company’s reasonable determination that a post-effective amendment or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change supplement to the Registration Statement would be appropriate, and the Company Common Stock is, in whole shall promptly make available to Investor any such supplement or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and amendment to the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the related prospectus. The Company shall use its reasonable efforts not deliver to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or Investor any successor form thereto). Notwithstanding anything herein to Put Notice during the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request continuation of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to foregoing events in this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force5.8.

Registration Statement. The Company and the Guarantors shall use their best efforts to (ai) As promptly prepare and file with the SEC an initial Registration Statement on Form S-1 covering the resale of all of the Registrable Securities within ten (10) Business Days after the Registration Trigger and make such Registration Statement become effective with the SEC within sixty (60) days after the Registration Trigger (or as soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SECthereafter), the Company will prepare and (ii) prepare, file and use reasonable efforts to cause to be declared effective or otherwise make become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide on Form S-3 for resales the resale of Registrable Securities to be made replace the initial Registration Statement required in clause (i) prior to the time that Iterum is no longer eligible to forward incorporate by reference into a Registration Statement on Form S-1, provided that Iterum satisfies the eligibility requirements of Form S-3 at such time. In the event that Iterum again becomes eligible to forward incorporate by reference into a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration DateStatement on Form S-1 at any time, the Company Iterum shall promptly prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial SEC a Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on Form S-1 covering the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales resale of any Registrable Securities that are not otherwise registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if within thirty (30) Business Days of becoming eligible. For the Company avoidance of doubt (I) at any time there is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously an effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be Iterum is not eligible to file or use a Registration Statement forward incorporate by reference on Form S-3 (S-1, Iterum shall not be obligated to prepare, file, make effective or any successor form thereto), upon maintain the written request effectiveness of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 and (II) at any time there is an effective Registration Statement on Form S-1 and Iterum is eligible to forward incorporate by reference into such Registration Statement, Iterum shall not be obligated to prepare, file, make effective or maintain the effectiveness of a Registration Statement on Form S-3. Subject to any successor form) SEC comments, such Registration Statements shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Purchaser shall be named as an “underwriter” in such Registration Statement without the Purchaser’s prior written consent. Such Registration Statements also shall cover, to the extent allowable under the Securities Act covering and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Ordinary Shares resulting from share splits, bonus issue of shares or similar transactions with respect to the Registrable Securities of the requesting party Securities. Such Registration Statements (and each amendment or parties, as applicablesupplement thereto, and use reasonable efforts to cause such Registration Statement to each request for acceleration of effectiveness thereof) shall be declared effective pursuant provided in accordance with Section 3(c) hereof to the Securities Act as soon as reasonably practicable after Purchasers prior to its filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceother submission.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective On or otherwise become effective pursuant prior to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Filing Date, the Company shall prepare and file a supplemental listing application with the Nasdaq SEC a Registration Statement or, if a Registration Statement is then effective, a supplement to list the Prospectus, in either case covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 (or any successor provision). (i) In addition to other methods of distribution, including methods of distribution permitted in the Plan of Distribution of the prospectus dated February 13, 2015, at any time that a Registration Statement is effective, if the Investor delivers a notice (“Takedown Notice”) to the Company stating that it intends to sell all or part of its Registrable Securities included on the Registration Statement, including in an underwritten block sale (a “Shelf Offering”), then the Company shall, as promptly as practicable, amend or file such prospectus supplements to the Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to such Shelf Offering. (ii) The Investor may deliver three (3) such Takedown Notices. (iii) In any Shelf Offering that is an underwritten offering, (a) the Investor shall select a nationally-recognized investment banking firm to act as a underwriter with respect to the offering of such Registrable Securities, with the consent of the Company as to the selection of such underwriter, not to be unreasonably withheld and (b) the Company shall enter into an underwriting agreement that is reasonably acceptable to the Company and the Investor, with such agreement containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of securities similar to the Registrable Securities covered by in underwriting agreements with respect to offerings of securities similar to the Initial Registration Statement and Registrable Securities for the account of, or on behalf of, such issuers. (b) The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on cause the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act as promptly as possible, but in any event on or prior to the Effectiveness Date, and will shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act at all times (including re-filing such Registration Statement upon its expiration and filing a “shelf” registration on Form S-1 within 45 days following the Company’s ineligibility to use Form S-3) until the Registration Termination Date. Any earlier of the date that all Registrable Securities covered by such Registration Statement filed have been sold pursuant to such Registration Statement or under Rule 144 (the “Effectiveness Period”). (c) Notwithstanding anything in this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if Agreement to the contrary the Company is eligible may, by written notice to use such form and shall be an automatically effective each Investor, suspend sales under a Registration Statement after the Effective Date thereof and/or require that each Investor immediately cease the sale of Registrable Securities pursuant thereto and/or defer the filing of any subsequent Registration Statement if the Company is engaged in a WKSI. material merger, acquisition or sale and the Board of Directors determines in good faith, by appropriate resolutions, that, as a result of such activity, (a) it would be materially detrimental to the Company (other than as relating solely to the price of the Common Stock) to maintain a Registration Statement at such time or (b) Subject it is in the best interests of the Company to suspend sales under such Registration Statement at such time. Upon receipt of such notice, each Investor shall immediately discontinue any sales of Registrable Securities pursuant to such registration until such Investor is advised in writing by the Company that the current Prospectus or amended Prospectus, as applicable, may be used. In no event, however, shall this right be exercised to suspend sales beyond the period during which (in the good faith determination of the Board of Directors) the failure to require such suspension would be materially detrimental to the provisions Company. The Company’s rights under this Section 2.01(c) may be exercised in any twelve-month (12) period for a period of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement no more than an aggregate of sixty (or any replacement Registration Statement60) continuously effective until the earlier of days and not more than two (such earlier date, the “Registration Termination Date”): (i2) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and times. Immediately after the date hereof until the Registration Termination Dateend of any suspension period under this Section 2.01(c), the Company shall use its reasonable best efforts to maintain eligibility take all necessary actions (including filing any required supplemental Prospectus) to be able to file and use a restore the effectiveness of the applicable Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein and the ability of each Investor to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use publicly resell its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any effective Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceStatement.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts On or prior to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration each Filing Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Commission a Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on covering the Nasdaq, subject only to official notice resale of issuance. In addition, all of the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not then registered for resale pursuant to a the Initial on an effective Registration Statement on Form S-▇, ▇▇▇▇ ▇-▇, or other appropriate form which the Company is eligible to use under SEC Guidance in accordance herewith, and will shall contain (unless otherwise directed by at least 60% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause such a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective or otherwise to become effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and will shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act at until all times until the Registration Termination Date. Any Registrable Securities covered by such Registration Statement filed (i) have been sold, thereunder or pursuant to this Section 2 Rule 144, or (ii) may be sold without volume or manner of sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect and specifically addressing the Company’s former status as a “shell” company for purposes of Rule 144(i), addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall cover only Registrable Securitiestelephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on Form S-3 the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a successor form) if the Company is eligible to use such form and final Prospectus as foresaid shall be deemed an automatically effective Registration Statement if the Company is a WKSIEvent under Section 2(d). (b) Subject Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-▇, ▇▇▇▇ ▇-▇ or such other form available to register for resale the Registrable Securities as a secondary offering,; with respect to filing on Form S-▇, ▇▇▇▇ ▇-▇ or other appropriate form, and subject to the provisions of Section 32(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; and b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Common Shares held by such Holders). c. Third, the Company shall reduce Registrable Securities represented by Common Shares (applied, in the case that some Common Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders). d. Fourth, the Company shall reduce Registrable Securities represented by any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event (applied, in the case that some securities may be registered, to the Holders on a pro rata basis based on the total number of unregistered securities held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to keep file with the initial Registration Statement (Commission, as promptly as allowed by Commission or any replacement SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-▇, ▇▇▇▇ ▇-▇ or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): If: (i) the date on which all Registrable Securities covered by the Initial Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, is not filed on or prior to its Filing Date (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (csame as required by Section 3(a) From and after the date hereof until the Registration Termination Dateherein, the Company shall use its reasonable efforts be deemed to maintain eligibility to be able have not satisfied this clause (i)), or (ii) the Company fails to file and use with the Commission a request for acceleration of a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein in accordance with Rule 461 promulgated by the Commission pursuant to the contrarySecurities Act, during such period within five Trading Days of time from and after the Registration Date date that the Company ceases is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to be eligible further review, or (iii) prior to file or use the effective date of a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable SecuritiesStatement, the Company shall use its reasonable efforts fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement on Form S-1 within fifteen (15) calendar days after the receipt of comments by or any successor form) under notice from the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such fifteen (15) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Purchasers may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Subscription Amount paid by such Purchaser pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, Purchase Agreement The parties agree that the minimum amount of such Registrable Securities maximum aggregate liquidated damages payable to a Holder under this Agreement shall be $75,000,00010% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. Any Registration Statement required For the avoidance of any doubt, the Purchasers shall only be entitled to liquidated damages on the Purchase Price paid as part of the Purchase Agreement and shall not be filed entitled to additional liquidated damages on shares of Preferred Stock owned by virtue of any other transaction with the Company. If the Company fails to pay any partial liquidated damages pursuant to this Section 2(c) shall not be required to cover Registrable Securities in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be offered paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a delayed or continuous daily pro rata basis for any portion of a month prior to the cure of an Event. The partial liquidated damages pursuant to Rule 415 under the Securities Actterms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. The obligations Company shall have the option to pay a portion or all liquidated damages related to an Event through the issuance of additional Preferred Shares (the “Preferred Share Payment”). If the Company under fails to pay any partial liquidated damages pursuant to this Section 2(c) shall not impact in full within 60 days after the obligations of date payable, the Company under Section 2(a) which shall continue pay all liquidated damages related to an Event only through the Preferred Share Payment. If the Company chooses the Preferred Share Payment, the partial liquidated damages shall be in forceequal to 125% of such liquidated damage amount.

Registration Statement. (a) As The Company shall use commercially reasonable efforts to, as soon as practicable after the date hereof Closing, but in any event within forty five (and in no event later than 45) days following the date that of consummation of the definitive Proxy Business Combination, file a Registration Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to under the Securities Act (to permit the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales public resale of all the Registrable Securities held by the Holders from time to be made on a delayed or continuous basis pursuant to time as permitted by Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered or any successor or similar provision adopted by the Initial Registration Statement Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its commercially reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under as soon as practicable after the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Datefiling thereof. Any The Registration Statement filed with the Commission pursuant to this Section 2 shall cover only Registrable Securities, subsection 2.1.1 shall be on Form S-3 (S-1 or such other form of registration statement as is then available to effect a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged registration for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition resale of such Registrable Securities; provided, that the minimum amount of covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities ActAct (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 subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The obligations Company shall use commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another registration statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within three (3) Business Days of such date, the Company shall notify the Holders of the Company under effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this Section 2(csubsection 2.1.1 (including any documents incorporated therein by reference) shall not impact the obligations will comply as to form in all material respects with all applicable requirements of the Company under Section 2(a) which shall continue Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in forcethe case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).

Registration Statement. (a) As soon as reasonably practicable after the date hereof (issuance of the Note, and in no event later than the date that later of (i) December 1, 2023 and (ii) ten (10) Business Days after the definitive Proxy Statement has been filed with the SEC)Closing, the Company will prepare and file and use reasonable best efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (such effectiveness date, the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of all Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuanceAct. In addition, the Company will from time to time use reasonable efforts to promptly file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable best efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 5.01 shall cover only Registrable Securities, Securities and shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 35.02, the Company will use its reasonable best efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, and (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqSecurities. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable best efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c5.01(c) shall not impact the obligations of the Company under Section 2(a5.01(a) which shall continue to be in force.

Registration Statement. (ai) As soon promptly as practicable possible after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)Closing, the Company will Buyer Parent shall prepare and file and with the SEC a Registration Statement covering the resale of all Registrable Shares issued at Closing. (ii) Buyer Parent shall use its commercially reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under by the Securities Act SEC as promptly as possible after the filing thereof and will shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which such time as all Registrable Securities Shares covered by the such Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, or (ii) there otherwise cease the date that all Registrable Shares covered by such Registration Statement may be sold by non-affiliates without volume or manner-of-sale restrictions pursuant to Rule 144 without the requirement for Buyer Parent to be any Registrable Securities in compliance with the current public information requirement of Rule 144 as determined by counsel to Buyer Parent pursuant to a written opinion letter to such effect, addressed, delivered and acceptable to Buyer Parent’s transfer agent (the “Effectiveness Period”). (iii) if Buyer Parent shall notify Seller in writing promptly (and in any event within one Trading Day) after receiving notification from the Company consolidates or merges with or into any Person in a transaction SEC that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqRegistration Statement has been declared effective. (civ) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein in this Agreement to the contrary, during such period of time from and after the Registration Date that the Company ceases Buyer Parent may, by prompt written notice to be eligible to file or use Seller, suspend sales under a Registration Statement on Form S-3 (or any successor form thereto), upon after the written request Effective Date thereof and/or require that Seller immediately cease the sale of Registrable Shares pursuant thereto and/or defer the filing of any holder or holders subsequent Registration Statement if Buyer Parent’s Board of Registrable SecuritiesDirectors determines in good faith, the Company shall use its reasonable efforts that (A) it would be materially detrimental to file Buyer Parent to maintain a Registration Statement on Form S-1 at such time or (B) it is in the best interests of Buyer Parent to suspend sales under such registration at such time. Upon receipt of such notice, Seller shall immediately discontinue any sales of Registrable Shares pursuant to such registration until Seller is advised in writing by Buyer Parent that the current Prospectus or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or partiesamended Prospectus, as applicable, and use reasonable efforts may be used. In no event, however, shall this right be exercised to cause suspend sales beyond the period during which (in the good faith determination of Buyer Parent’s Board of Directors) the failure to require such suspension would be materially detrimental to Buyer Parent. Immediately after the end of any suspension period under this Section 5.06(d), Buyer Parent shall take all necessary actions (including filing any required supplemental prospectus) to restore the effectiveness of the applicable Registration Statement and the ability of Seller to publicly resell its Registrable Shares pursuant to such effective Registration Statement. (v) If at any time the SEC takes the position that the offering of some or all of the Registrable Shares in a Registration Statement is not eligible to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered made on a delayed or continuous basis pursuant to under the provisions of Rule 415 under the Securities Act. The obligations Act or requires Seller to be named as an “underwriter,” Buyer Parent shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the Company under issuer” as defined in Rule 415 and that Seller is not an “underwriter.” In the event that the SEC refuses to alter its position, Buyer Parent shall (i) remove from the Registration Statement such portion of the Registrable Shares (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Shares as the SEC may require to assure Buyer Parent’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that Buyer Parent shall not agree to name Seller as an “underwriter” in such Registration Statement without the prior written consent of Seller. From and after the date Buyer Parent is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions applicable to such Cut Back Shares, all of the provisions of this Section 2(c5.06 (including Buyer Parent’s obligations with respect to the filing of a Registration Statement and its obligations to use commercially reasonable efforts to have such Registration Statement declared effective within the time periods set forth herein) shall not impact the obligations of the Company under Section 2(a) which shall continue again be applicable to be in forcesuch Cut Back Shares.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts On or prior to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration each Filing Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Commission a Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on covering the Nasdaq, subject only to official notice resale of issuance. In addition, all of the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not then registered on an effective Registration Statement for resale an offering to be made on a continuous basis pursuant to a the Initial Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 if eligible) and will shall contain a description of the Holders planned distribution substantially in the form of “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to respond to any comments from the staff of the Commission within seven days of the receipt of such comments. In the event the amount of Registrable Securities which may be included in the Registration Statement is limited due to SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the CDI 612.09) the Company shall use its best efforts to register such maximum portion of the Registrable Securities as permitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use its best efforts to cause such a Registration Statement to be declared effective or otherwise to become effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and will shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act at until all times Registrable Securities covered by such Registration Statement have been sold, or may be sold pursuant to Rule 144 without the volume or other limitations of such rule, or not required to be registered in reliance upon the exemption in Section 4(a)(1) or 4(a)(7) under the Securities Act, in either case as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). Provided, however, during any period of time that the Company’s financial statements contained in a prospectus do not meet the requirements of Securities Act Section 10(a)(3) and the remaining period until the Registration Termination Datedate its Form 10-K is required to be filed (excluding any extended period of time permitted by rule of the SEC) does not exceed 60 days, the Company shall be excused from amending or supplementing its prospectus for the remaining period until the date its Form 10-K is required to be filed (including any extended period of time permitted by rule of the SEC). Any The Company shall telephonically request effectiveness of a Registration Statement filed pursuant as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to this Section 2 shall cover only be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, shall the number of Registrable Securities to be registered on Form S-3 (or such Registration Statement will be reduced on a successor form) if pro rata basis based on the total number of unregistered Registrable Securities purchased by the Purchasers pursuant to the Purchase Agreement with the Warrant Shares being cutback prior to any Conversion Shares. In the event of a cut back hereunder, the Company is eligible shall give the Holder at least five Trading Days prior written notice along with the calculations as to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIH▇▇▇▇▇’s allotment. (b) Subject to If a Registration Statement registering for resale all of the provisions Registrable Securities (i) is not declared effective by the Commission by the Effectiveness Date of Section 3, the Company will use its reasonable efforts to keep the initial Initial Registration Statement or any other Registration Statement (unless the sole reason for such non-registration of all or any replacement portion of the Registrable Securities is solely as a result of SEC Guidance under Rule 415 or similar rule and CDI 612.09 which limits the number of Registrable Securities which may be included in a registration statement with respect to the Holders), or (ii) after the effective date of a Registration Statement) , such Registration Statement ceases for any reason to remain continuously effective until as to all Registrable Securities included in such Registration Statement, or the earlier of Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 30 calendar days during any 12-month period (any such earlier datefailure or breach being referred to as an “Event”, the “Registration Termination Date”): (i) and the date on which all Registrable Securities covered by such Event occurs, being referred to as “Event Date”), then, in addition to any other rights the Registration Statement Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (iicured by such date) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Dateapplicable Event is cured, the Company shall use its reasonable efforts pay to maintain eligibility each Holder an amount in cash , as partial liquidated damages and not as a penalty, equal to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein 1% of the purchase price paid by such Holder pursuant to the contraryPurchase Agreement, during which such Event continues uncured. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Provided, however, the foregoing liquidated damages shall not accrue or be otherwise charged during any period of time from and after in which the Registration Date that the Company ceases to be Holder is eligible to file sell the Registrable Securities on any given day under Rule 144 without the volume or use a Registration Statement on Form S-3 (other limitations of such rule, or any successor form thereto), in reliance upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor formexemption in Section 4(a)(1) under the Securities Act covering the Registrable Securities of the requesting party Act, or parties, as applicable, and use reasonable efforts to cause after such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Holder has publicly sold its Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.

Registration Statement. (a) As soon promptly as is reasonably practicable after following the date hereof of this Agreement, Parent and ATN shall cooperate in preparing, and prepare, (and in no event later than the date that the definitive Proxy Statement has been filed i) a joint proxy statement (together with the SEC)any amendments thereof or supplements thereto, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration DateJoint Proxy Statement”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made seek the Parent Stockholder Approval and the ATN Unitholder Approval and (ii) a registration statement on a delayed or continuous basis pursuant to Rule 415 under Form S-4, which Parent shall file with the Securities Act SEC (together with all amendments thereto, the “Initial Registration Statement”), and in which the Joint Proxy Statement will be included as a prospectus. By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial The Registration Statement and the Joint Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent and ATN also agrees to use reasonable best efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated hereby. Each of Parent and ATN will use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under and the Securities Act Joint Proxy Statement cleared by the SEC as promptly as is practicable after such filing and will use its reasonable efforts to keep the Registration Statement continuously effective under for so long as necessary to consummate the Securities Act at all times until Merger, and each of Parent and ATN shall use its respective reasonable best efforts to cause the Joint Proxy Statement to be mailed to the holders of Parent Common Stock and the holders of ATN Common Stock as promptly as practicable after the Registration Termination DateStatement shall have become effective and the Joint Proxy Statement shall have been cleared by the SEC. Any No filing of the Registration Statement filed pursuant will be made by Parent, and no filing of or amendment or supplement to this Section 2 shall cover only Registrable Securitiesthe Joint Proxy Statement will made by Parent or ATN, shall be on Form S-3 (or in each case without providing the other party a successor form) if the Company is eligible reasonable opportunity to use such form review and shall be an automatically effective Registration Statement if the Company is a WKSIcomment thereon. (b) Subject Each of ATN and Parent agrees that if it shall become aware prior to the provisions Closing Date of Section 3, any information that would cause any of the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by statements in the Registration Statement have been sold thereunder to be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in accordance light of the circumstances under which they were made, not false or misleading, it will promptly inform the other party thereof and take in conjunction with the plan and method of distribution disclosed other party the necessary actions to correct such information in the prospectus included in an amendment or supplement to the Registration Statement. No amendment or supplement to, (ii) there otherwise cease the Registration Statement will be made by Parent, and no filing of or amendment or supplement to be any Registrable Securities and (iii) if the Company consolidates Joint Proxy Statement will made by Parent or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock isATN, in whole or in part, converted into or exchanged for securities of each case without providing the other party a different issuer and/or cash in a transaction that will constitute a Change in Control reasonable opportunity to review and the shares of Company Common Stock are delisted from Nasdaqcomment thereon. (c) From and Parent will advise ATN, promptly after Parent receives notice thereof, of the date hereof until time when the Registration Termination DateStatement has become effective or any supplement or amendment has been filed, of the Company shall issuance of any stop order or the suspension of the qualification of the shares of Parent Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) Each of Parent and ATN will use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use commercially reasonable efforts to cause such Registration the Joint Proxy Statement to be declared effective pursuant mailed to the Securities Act its stockholders and members, respectively, as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations effective date of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceRegistration Statement.

Registration Statement. (a) As soon as practicable after Within forty-five (45) calendar days following the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)of this Agreement, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company BFST shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and any other applicable documents, including the notice, proxy statement and prospectus and other proxy solicitation materials of Oakwood constituting a part thereof (collectively, the “Proxy Statement”), relating to the shares of BFST Common Stock to be delivered to the shareholders of Oakwood pursuant to this Agreement. Each of BFST and Oakwood shall use its reasonable best efforts Commercially Reasonable Efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act as promptly as practicable after such filing and will use to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. Oakwood and its reasonable efforts counsel shall be given the opportunity to keep participate in the preparation of the Registration Statement continuously effective under and shall have the right to approve the content of the Registration Statement with respect to information about Oakwood and the meeting of ▇▇▇▇▇▇▇’s shareholders. At the time the Registration Statement becomes effective, the Registration Statement shall comply in all material respects with the provisions of the Securities Act at all times until and the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form published rules and shall be an automatically effective Registration Statement if the Company is a WKSIregulations thereunder. (b) Subject BFST shall also use its commercially reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. If at any time prior to the provisions of Section 3Effective Time any event occurs or information relating to Oakwood or BFST, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier datetheir respective affiliates, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered directors or officers, should be discovered by Oakwood or BFST that should be set forth in an amendment or supplement to either the Registration Statement have been sold thereunder or the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in accordance light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the plan and method of distribution disclosed in SEC and, to the prospectus included in the Registration Statementextent required by applicable law, (ii) there otherwise cease disseminated to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq▇▇▇▇▇▇▇’s shareholders. (c) From None of the information relating to BFST and after its Subsidiaries that is provided by BFST for inclusion in (i) the date hereof until the Registration Termination DateProxy Statement, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (any filings or approvals under applicable federal or state banking laws or regulations or state securities laws, or any successor form thereto). Notwithstanding anything herein filing pursuant to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file Rule 165 or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) Rule 425 under the Securities Act covering will, at the Registrable Securities time of mailing the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Proxy Statement to be declared effective pursuant Oakwood’s shareholders or at the Effective Time, contain any untrue statement of a material fact or omit to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement state any material fact required to be filed pursuant stated therein or necessary to this Section 2(cmake the statements therein, in light of the circumstances under which they are made, not misleading, and (ii) shall not be required to cover Registrable Securities to be offered on a delayed the Registration Statement will, at the time the Registration Statement and each amendment or continuous basis pursuant to Rule 415 supplement thereto, if any, becomes effective under the Securities Act. The obligations , contain any untrue statement of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue a material fact or omit to state any material fact required to be in forcestated therein or necessary to make the statements therein not misleading.

Registration Statement. (a) As soon as reasonably practicable after the date hereof (issuance of the Notes, and in no any event later than within ten (10) Business Days following the date that the definitive Proxy Statement has been filed with the SEC)Closing Date, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act prepare and file as promptly as reasonably practicable (the “Registration Date”) a prospectus supplement to the Company’s existing automatic shelf Registration Statement (No. 333-259928) or, if unavailable, a Registration Statement or post-effective amendment to an existing Registration Statement Statement, in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (subject to the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file availability of a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on Form S-3 or any successor form thereto), which Registration Statement will include the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements Statements, amendments and supplements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the such Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement or supplement thereto if the Company is a WKSI. In the event the Company will not be WKSI eligible at the time it files its Form 10-K for the year ending December 31, 2022, the Company will (consistent with SEC C&DI 198.06) take reasonable efforts to (i) prepare and file a post-effective amendment to its current Form S-3 (No. 333-259928) to convert such Registration Statement from an automatic shelf registration statement on Form S-3 filed in reliance on General Instruction I.D thereof to a non-automatic shelf Registration Statement on Form S-3 filed in reliance on General Instruction I.B.1 or I.B.2 thereof in order to avail itself of the 180-day grace period set forth in Rule 415(a)(5)(ii)(A) of the Securities Act and (ii) take all other actions consistent with SEC C&DI 198.06, including filing of a post-effective amendment or new Registration Statement on Form S-3 promptly after the Company’s next Section 10(A)(3) update under the Securities Act. (b) Subject to the provisions of Section 35.02, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.

Registration Statement. (a) As soon as commercially practicable after (but in any event within ninety (90) days) following receipt of a written request from the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration DatePurchaser, the Company shall prepare and file a supplemental listing application with the Nasdaq SEC a shelf Registration Statement covering the resale of all Registrable Securities for an offering to list be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities covered by on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Initial Registration Statement Securities Act and the Exchange Act). (b) The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its commercially reasonable efforts to cause such the shelf Registration Statement to be declared effective or otherwise to become effective under by the Securities Act SEC as promptly as possible after the filing thereof, and will shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which that all Registrable Securities Shares covered by the such Registration Statement have been sold thereunder in accordance or can be sold publicly under Rule 144 (the “Effectiveness Period”). Notwithstanding the foregoing, if the SEC, by written or oral comment or otherwise, limits the Company’s ability to request effectiveness, or prohibits the effectiveness of, a Registration Statement with respect to any or all the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if pursuant to Rule 415, it shall not be a breach or default by the Company consolidates or merges with or into any Person in under this Agreement and shall not be deemed a transaction that constitutes a Make-Whole Fundamental Change and failure by the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaqto use commercially reasonable efforts. (c) From The Company shall notify the Purchaser in writing promptly (and in any event within two trading days) after receiving notification from the SEC that the Registration Statement has been declared effective. (d) Notwithstanding anything in this Agreement to the contrary, at any time after the date hereof initial Registration Statement is filed and declared effective pursuant to this Agreement, the Company may, by written notice to the Purchaser, suspend sales under a Registration Statement after the Effective Date thereof and/or require that the Purchaser immediately cease the sale of shares of Common Stock pursuant thereto and/or defer the filing of any subsequent Registration Statement if the Board of Directors determines in good faith, by appropriate resolutions, that, as a result of material undisclosed information or events with respect to the Company, it would be detrimental to the Company (other than as relating solely to the price of the Common Stock) to maintain a Registration Statement at such time. Upon receipt of such notice, the Purchaser shall immediately discontinue any sales of Registrable Securities pursuant to such registration until the Registration Termination DatePurchaser is advised in writing by the Company that the current Prospectus or amended Prospectus, as applicable, may be used. The total number of days that any such suspension may be in effect in any 180 day period shall not exceed 90 days. Immediately after the end of any suspension period under this Section 7.1(d), the Company shall use its reasonable efforts take all necessary actions (including filing any required supplemental prospectus) to maintain eligibility to be able to file and use a restore the effectiveness of the applicable Registration Statement on Form S-3 and the ability of the Purchaser to publicly resell its Registrable Securities pursuant to such effective Registration Statement. (e) The Company shall not be obligated to effect any such registration pursuant to this Section 7: (i) Prior to one (1) year anniversary of the date hereof; (ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or any successor form thereto). Notwithstanding anything herein compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iii) Subject to Section7.1(f) with respect to Piggyback Registration Rights, during the period starting with the date sixty (60) days prior to the contraryCompany’s good faith estimate of the date of filing of, during such period of time from and ending on a date one hundred eighty (180) days after the Registration Date effective date of, a Company-initiated registration; provided that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (iv) If (i) in the good faith judgment of the Board of Directors of the Company, the filing of a Registration Statement covering the Registrable Securities would be detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such Registration Statement at such time, and (ii) the Company shall furnish to the Purchaser a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company for such Registration Statement to be declared effective pursuant filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such Registration Statement, then (in addition to the Securities Act as soon as reasonably practicable limitations set forth above) the Company shall have the right to defer such filing for a period of not more than one hundred eighty (180) days after filing thereof. Each such written receipt of the request must specify of the amount and intended manner of disposition of such Registrable Securities; providedPurchaser, and, provided further, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) Company shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under defer its obligation in this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be manner more than once in forceany twelve-month period.

Registration Statement. (a) As soon as practicable after On or prior to the date hereof thirtieth (and in no event later than 30th) day following the date that the definitive Proxy Statement has been filed with the SEC)Closing under this Agreement, the Company will shall prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to with the Securities Act (the “Registration Date”) Commission a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales covering the resale of all Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale all of the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act Act). Notwithstanding any other provision of this ARTICLE 5: (i) if the staff of the Commission does not permit all of the Registrable Securities to be registered on the initial Registration Statement filed pursuant to this Section 5.1(a) (the “Initial Registration Statement”). By , unless otherwise directed in writing by a Purchaser as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration DateStatement will be reduced by Registrable Securities represented by the Shares and Warrant Shares (applied, in the case that some Shares and Warrant Shares may be registered, to the Purchasers on a pro rata basis based on the total number of unregistered Shares and Warrant Shares held by such Purchasers, subject to a determination by the Commission that certain Purchasers must be reduced first based on the number of Shares and Warrant Shares held by such Purchasers); and (ii) in the event the Company amends the Initial Registration Statement to effect the reduction contemplated under clause (i) above, the Company shall prepare and file a supplemental listing application with the Nasdaq Commission, as promptly as allowed by the Commission or one or more registration statements on Form S-3 or such other form available to list the register for resale those Registrable Securities covered by that were not registered for resale on the Initial Registration Statement and Statement, as so amended (each, an “Additional Registration Statement”). (b) The Company shall use its commercially reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such each Registration Statement to be declared effective or otherwise to become effective under by the Securities Act Commission as promptly as possible after the filing thereof, and will shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any earlier of (i) the date that all Registrable Securities covered by such Registration Statement filed have been sold or can be sold publicly pursuant to Rule 144 without volume or manner of sale restrictions or (ii) the date that is one year following the Effective Date (the “Effectiveness Period”). (c) Notwithstanding anything in this Section 2 shall cover only Registrable SecuritiesAgreement to the contrary, shall be on Form S-3 (or a successor form) if the Company is eligible may, by written notice to use such form and shall be an automatically effective the Purchasers, suspend sales under a Registration Statement after the Effective Date thereof and/or require that the Purchasers immediately cease the sale of shares of Common Stock pursuant thereto and/or defer the filing of any Additional Registration Statement if the Company is engaged in a WKSI. (b) Subject material merger, acquisition or sale or any other material pending development and the Board of Directors determines in good faith, by appropriate resolutions, that, as a result of such activity, it would be materially detrimental to the provisions Company to maintain a Registration Statement at such time. Upon receipt of Section 3such notice, each Purchaser agrees to immediately discontinue any sales of Registrable Securities pursuant to such Registration Statement until such Purchaser is advised in writing by the Company will use its reasonable efforts that the current Prospectus or amended Prospectus, as applicable, may be used. In no event, however, shall this right be exercised to keep suspend sales beyond the initial Registration Statement period during which (or any replacement Registration Statement) continuously effective until in the earlier good faith determination of (such earlier date, the “Registration Termination Date”): (iBoard of Directors) the date on which all Registrable Securities covered by failure to require such suspension would be materially detrimental to the Registration Statement have been sold thereunder Company. The Company’s rights under this Section 5.1(c) may be exercised for a period of no more than thirty (30) consecutive Trading Days and not more than three times in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Maketwelve-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and month period. Immediately after the date hereof until end of any suspension period under this Section 5.1(c) during the Registration Termination DateEffectiveness Period, the Company shall use its reasonable efforts take all necessary actions (including filing any required supplemental prospectus) to maintain eligibility to be able to file and use a restore the effectiveness of the applicable Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein and the ability of the Purchasers to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the publicly resell their Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any effective Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceStatement.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will Parent agrees to prepare and file a registration statement on Form S-4 or other applicable form (as may be amended, the “Registration Statement”) with the SEC in connection with the issuance of Parent Common Stock in the Merger (including the proxy statement and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to prospectus and other proxy solicitation materials of the Securities Act Company constituting a part thereof (the “Registration DateProxy Statement/Prospectus”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”and all related documents). By the Registration Date, the The Company shall prepare and file a supplemental listing application furnish such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the Nasdaq above-referenced documents based on its Knowledge of and access to list the Registrable Securities covered by information required for said documents, and the Initial Company, and its legal, financial and accounting advisors, shall have the right to review in advance and reasonably approve such Registration Statement prior to its filing. The Company agrees to reasonably cooperate with Parent and Parent’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisors and independent auditor in connection with the Registration Statement and shall the Proxy Statement/Prospectus. Provided that the Company has reasonably cooperated in all material respects as described above, Parent agrees to promptly file, or cause to be filed, the Registration Statement and the Proxy Statement/Prospectus with the SEC. Each of the Company and Parent agrees to use its reasonable best efforts to have such Registrable Securities approved for listing on cause the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Parent also agrees to use its reasonable best efforts to obtain all necessary state securities law or otherwise “blue sky” permits and approvals required to become carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable SecuritiesAct, shall be on Form S-3 (or a successor form) if the Company is eligible shall promptly mail the Proxy Statement/Prospectus to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIits shareholders. (b) Subject Parent agrees to advise the provisions Company, promptly after Parent receives notice thereof, of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by time when the Registration Statement have has become effective or any supplement or amendment has been sold thereunder filed, of the issuance of any stop order or the suspension of the qualification of Parent Common Stock for offering or sale in accordance with any jurisdiction, of the plan and method initiation or, to the extent Parent is aware thereof, threat of distribution disclosed in any proceeding for any such purpose, or of any request by the prospectus included in SEC for the amendment or supplement of the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates Statement or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaqadditional information. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.

Registration Statement. (a) As soon promptly as practicable after the date hereof (possible, and in no any event later than on the date that the definitive Proxy Statement has been filed with the SEC)Initial Filing Date, the Company will shall prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to with the Securities Act (the “Registration Date”) Commission a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales covering the resale of all Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under 415. The 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 Securities Act and the Exchange Act) and shall contain (except if otherwise directed by the Purchasers or requested by the Commission) the “Plan of Distribution” in substantially the form attached hereto as Exhibit D. To the extent the staff of the Commission does not permit all of the Registrable Securities to be registered on the initial Registration Statement filed pursuant to this Section 5.1(a) (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare file additional Registration Statements (each an “Additional Registration Statement”), as promptly as possible, and file a supplemental listing application with in any event on or prior to the Nasdaq Additional Filing Date, successively trying to list register on each such Additional Registration Statement the maximum number of remaining Registrable Securities until all of the Registrable Securities covered by have been registered with the Initial Registration Statement and Commission. (b) The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such each Registration Statement to be declared effective or otherwise by the Commission as promptly as possible after the filing thereof, but in any event prior to become effective under the Securities Act applicable Required Effectiveness Date, and will shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which that all Registrable Securities covered by the such Registration Statement have been sold thereunder or can be sold publicly without restriction or limitation under Rule 144 (including, without limitation, the requirement to be in accordance compliance with Rule 144(c)(1)) (the plan “Effectiveness Period”); provided that, upon notification by the Commission that a Registration Statement will not be reviewed or is no longer subject to further review and method comments, the Company shall request acceleration of distribution disclosed such Registration Statement within five (5) Trading Days after receipt of such notice and request that it becomes effective on 4:00 p.m. New York City time on the effective date and file a prospectus supplement for any Registration Statement, whether or not required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the effective date. (c) The Company shall notify the Purchasers in writing promptly (and in any event within two Trading Days) after receiving notification from the prospectus included Commission that a Registration Statement has been declared effective. (d) Should an Event (as defined below) occur, then upon the occurrence of such Event, and on every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Purchaser an amount in cash, as liquidated damages and not as a penalty, equal to one percent (1.0%) of the aggregate Purchase Price of the Registrable Securities then held by the Purchaser. The payments to which a Purchaser shall be entitled pursuant to this Section 5.1(d) are referred to herein as “Event Payments.” Any Event Payments payable pursuant to the terms hereof shall apply on a pro-rated basis for any portion of a month prior to the cure of an Event. In the event the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. All prorated calculations made pursuant to this paragraph shall be based upon the actual number of days in such prorated month. For such purposes, each of the following shall constitute an “Event”: (i) a Registration Statement is not filed on or prior to its Filing Date or is not declared effective on or prior to its Required Effectiveness Date; (ii) except as provided for in Section 5.1(e) (the “Excluded Events”), after the Effective Date of a Registration Statement, a Purchaser is not permitted to sell Registrable Securities under the Registration Statement (or a subsequent Registration Statement filed in replacement thereof) for any reason (other than the fault of such Purchaser) for five or more Trading Days (whether or not consecutive); provided, that in no event shall the time period between the sale of all securities subject to a Registration Statement and the filing and effectiveness of any Additional Registration Statement, as contemplated by Section 5.1(a), constitute an Event; (iii) except as a result of the Excluded Events, the Common Stock is not listed or quoted, or is suspended from trading, on a Trading Market for a period of three Trading Days (which need not be consecutive Trading Days) during the Effectiveness Period; and (iv) at any time during the period commencing from the six (6) month anniversary of the Primary Closing Date and ending at the termination of the Effectiveness Period, if a Registration Statement is not available for the resale of all of the Registrable Securities and the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c). (e) Notwithstanding anything in this Agreement to the contrary, after 60 consecutive Trading Days of continuous effectiveness of the Initial Registration Statement, the Company may, by written notice to the Purchasers, suspend sales under a Registration Statement after the Effective Date thereof and/or require that the Purchasers immediately cease the sale of shares of Common Stock pursuant thereto and/or defer the filing of any subsequent Registration Statement if effecting or maintaining the effectiveness of the Registration Statement would (i) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, (ii) there otherwise cease render the Company unable to be any Registrable comply with the requirements under the Securities and Act or Exchange Act, or (iii) if the Company consolidates or merges with or into any Person is engaged in a transaction that constitutes a Make-Whole Fundamental Change material merger, acquisition or sale and the Board of Directors determines in good faith, by appropriate resolutions, that, as a result of such activity, it would be materially detrimental to the Company (other than as relating solely to the price of the Common Stock isStock) to maintain a Registration Statement at such time. Upon receipt of such notice and a certificate signed by the Company’s chief executive officer stating that such decision had been made in good faith judgment of the Board of Directors, each Purchaser shall immediately discontinue any sales of Registrable Securities pursuant to such registration until such Purchaser is advised in whole writing by the Company that the current Prospectus or amended Prospectus, as applicable, may be used. In no event, however, shall this right be exercised to suspend sales beyond the period during which (in partthe good faith determination of the Board of Directors) the failure to require such suspension would be materially detrimental to the Company. The Company’s rights under this Section may be exercised for a period of no more than 20 Trading Days at a time and not more than two times in any twelve-month period, converted into or exchanged for securities without such suspension being considered as part of a different issuer and/or cash in a transaction that will constitute a Change in Control an Event Payment determination. Immediately after the end of any suspension period under this Section the Company shall take all necessary actions (including filing any required supplemental prospectus) to restore the effectiveness of the applicable Registration Statement and the shares ability of Company Common Stock are delisted from Nasdaqthe Purchasers to publicly resell their Registrable Securities pursuant to such effective Registration Statement. (cf) From and after The Company shall not, from the date hereof until the Effective Date of the Initial Registration Termination DateStatement, prepare and file with the Company shall use Commission a registration statement relating to an offering for its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (own account or any successor form thereto). Notwithstanding anything herein to the contrary, during such period account of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) others under the Securities Act covering of any of its equity securities, other than any registration statement or post-effective amendment to a registration statement (or supplement thereto) relating to the Registrable Securities Company’s employee benefit plans registered on Form S-8. (g) The Company shall not grant registration rights to any existing or future holder of the requesting party or partiesCompany’s securities without the prior approval of the Purchasers, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) which approval shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceunreasonably withheld.

Registration Statement. (a) As Borrower will use its commercially reasonable best efforts to file the Registration Statement with the SEC within 60 days after the Issue Date. Borrower will use its commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after practical and to keep the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have until such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company date as is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered of the Resale Shares have been sold, and (ii) the date on which the all of the remaining Resale Shares may be immediately sold to the public without registration or restriction (including, without limitation, as to volume by each holder thereof) under the Act; provided, however, that the Holder and any subsequent Holder agree that they shall provide Borrower with prior written notice of any proposed sale (the “Resale Notice”) of Resale Shares under the Registration Statement have been sold thereunder and the prospectus used in accordance connection with the plan Registration Statement (the “Resale Prospectus”) and shall not make such sale until Borrower shall inform them in writing that the Registration Statement and the Resale Prospectus are current, correct, effective and available for use in such sale; provided further that, upon receipt of the Resale Notice, Borrower shall promptly use its commercially reasonable best efforts to prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement and the Prospectus current, correct, effective and available for use in such sale. The Holder shall promptly furnish to Borrower such information regarding itself, the Resale Shares held by it and the intended method of distribution disclosed disposition of the Resale Shares as shall be reasonably required to effect the registration of the Resale Shares and shall execute such documents in connection with such registration as Borrower may reasonably request. The Holder and any subsequent Holder, by such Holder’s acceptance of this Note, agrees to cooperate with Borrower as reasonably requested by Borrower in connection with the prospectus included in preparation and filing of the Registration Statement, (ii) there otherwise cease unless such Holder or subsequent Holder has notified Borrower in writing of such Holder’s election to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities exclude all of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted such Holder’s Resale Shares from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceStatement.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act no later than the date that is three (3) months following the Closing Date (such date, the “Target Registration Date”), a Registration Statement (the “Initial Registration DateStatement”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, which Registration Statement will (except to the “Initial extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”). By ) include the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time after the Initial Registration Statement has been declared effective use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities requested to be registered by the Silver Lake Group that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and and, subject to Section 5.02, will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, Article V shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIWKSI (in which case, the Registration Statement may request registration of an unspecified amount of Registrable Securities to be sold by unspecified holders). (b) Subject to the provisions of Section 35.02 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, Statement and (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqSecurities. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Target Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement continuously available. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,00075,000,000 or the remaining Registrable Securities held by such holder of Registrable Securities. Any When the Company regains the ability to file a Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover on Form S-3 covering the Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this it shall as promptly as practicably do so in accordance with Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force5.01(a).

Registration Statement. (ai) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed The Company shall file with the SEC), within five (5) calendar days from the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to date on which it has been advised that the Securities Act SEC has no further comments on its Annual Report on Form 10-K for the year ended April 30, 2013, a new registration statement (the “Registration DateStatement”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities covering the shares to be made on sold in connection with the Chardan ATM and the resale of the Termination Shares and those 13,052,000 shares of Common Stock previously issued by the Company to the Investor via a delayed or continuous basis pursuant to Rule 415 under private placement transaction (such 13,052,000 shares, collectively with the Securities Act (Termination Shares, the “Initial Registration StatementRegistrable Shares”). By The Investor and its counsel shall have a reasonable opportunity to review and comment upon the Registration DateStatement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall prepare and file a supplemental listing application with the Nasdaq give due consideration to list the Registrable Securities covered all such comments. The Investor shall furnish all information reasonably requested by the Initial Registration Statement and Company for inclusion therein. The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing the Registration Statement declared effective by the SEC within one hundred eighty (180) calendar days from the date on which it was filed with the NasdaqSEC (the “Effectiveness Date”), subject only to official notice of issuanceand any amendment thereto declared effective by the SEC at the earliest possible date. In additionthe event that the Registration Statement has not been (i) filed on or before the date required under the first sentence of this Section 3(b) or (ii) declared effective by the Effectiveness Date, the Company will from time shall pay to time the Investor a fee of One Thousand Dollars ($1,000) per day until the Registration Statement has been declared effective by the SEC. The Company shall use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Shares covered thereby at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 date on which the Investor shall cover only have sold all the Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of Shares covered thereby (such earlier dateperiod of time, the “Registration Termination DatePeriod”): ). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The Company shall not file another registration statement with the SEC until the Registration Statement registering the Registrable Shares is declared effective by the SEC. (ii) On the earlier of (i) the date that the Registration Statement becomes effective (the “Commencement Date”) and (ii) such time that the Investor shall request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than one (1) Business Day following the delivery by the Investor to the Company or the Transfer Agent of one or more legended certificates representing the Registrable Shares as the case may be (which certificates the Investor shall promptly deliver on which or prior to the first to occur of the events described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate representing such Registrable Shares that is free from all restrictive and other legends or (B) a number of shares of Common Stock equal to the number of Registrable Shares represented by the certificate(s) so delivered by the Investor as DWAC Shares. The Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent, and any successor transfer agent of the Company, as may be requested from time to time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the form required by the Investor (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) a notice of effectiveness of the Registration Statement in the form required by the Investor (the “Notice of Effectiveness of Registration Statement”), in each case with respect to the Registrable Shares in accordance with the terms of this Agreement. So long as the Registration Statement remains effective, any and all Registrable Securities Shares that are issued from and after the Commencement Date to or for the benefit of the Investor shall be issued only as DWAC Shares. The Company represents and warrants to the Investor that, after the Effective Date and so long as the Registration Statement remains effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 3(b)(ii) will be given by the Company to the Transfer Agent with respect to the Registrable Shares from and after the Commencement Date, and the Registrable Shares covered by the Registration Statement have been sold thereunder in accordance shall otherwise be freely transferable on the books and records of the Company. The Company agrees that if the Company fails to fully comply with the plan provisions of this Section 3(b)(ii) within five (5) Business Days of the Investor providing the deliveries referred to above, the Company shall, at the Investor’s written instruction, purchase such shares of Common Stock containing the Restrictive Legend from the Investor at the greater of the (i) purchase price paid for such shares of Common Stock (as applicable) and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and Closing Sale Price of the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after on the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such Investor’s written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceinstruction.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will HEALTHSOUTH shall prepare and file with the SEC and use any other applicable regulatory bodies, as soon as practicable, a Registration Statement on Form S-4 with respect to the shares of HEALTHSOUTH Common Stock to be issued in the Merger (the "Registration Statement"), and will otherwise proceed promptly to satisfy the requirements of the Securities Act, including Rule 145 thereunder. The Registration Statement shall contain a proxy statement of Advantage Health for the Special Meeting containing the information required by the Exchange Act (the "Proxy Statement"). HEALTHSOUTH shall take all reasonable efforts steps to cause the Registration Statement to be declared effective and to maintain such effectiveness until all of the shares covered thereby have been distributed. HEALTHSOUTH shall promptly amend or otherwise supplement the Registration Statement to the extent necessary in order to make the statements therein not misleading or to correct any misstatements which have become effective false or misleading. HEALTHSOUTH shall use its reasonable best efforts to have the Proxy Statement approved by the SEC under the provisions of the Exchange Act as soon as practicable. HEALTHSOUTH shall provide Advantage Health with copies of all filings made pursuant to this Section 7.4 reasonably in advance of their filing and shall consult with Advantage Health on responses to any comments made by the staff of the SEC with respect thereto. (b) The information specifically designated as being supplied by Advantage Health for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, at the time the Proxy Statement is first mailed to holders of Advantage Health Common Stock, at the time of the Special Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information specifically designated as being supplied by Advantage Health for inclusion in the Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to holders of Advantage Health Common Stock at the time of the Special Meetings and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Advantage Health, or its officers or directors, is discovered by Advantage Health which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Advantage Health shall promptly inform HEALTHSOUTH and HEALTHSOUTH shall thereupon file such amendment to the Registration Statement. All documents, if any, that Advantage Health is responsible for filing with the SEC in connection with the transactions contemplated hereby shall comply as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information specifically designated as being supplied by HEALTHSOUTH for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, at the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to holders of Advantage Health Common Stock, at the time of the Special Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information specifically designated as being supplied by HEALTHSOUTH for inclusion in the Proxy Statement to be sent to the holders of Advantage Health Common Stock in connection with the Special Meeting shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to holders of Advantage Health Common Stock, at the time of the Special Meeting or at the Effective Time, contain any untrue statement or a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to HEALTHSOUTH or its officers or directors, is discovered by HEALTHSOUTH which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, HEALTHSOUTH shall promptly inform Advantage Health and shall promptly file such amendment to the Registration Statement. All documents that HEALTHSOUTH is responsible for filing with the SEC in connection with the transactions contemplated hereby shall comply as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) Prior to the Closing Date, HEALTHSOUTH shall use its reasonable best efforts to cause the shares of HEALTHSOUTH Common Stock to be issued pursuant to the Securities Act Merger to be registered or qualified under all applicable securities or Blue Sky laws of each of the states and territories of the United States, and to take any other actions which may be necessary to enable the HEALTHSOUTH Common Stock to be issued pursuant to the Merger to be distributed in each such jurisdiction. (e) Prior to the Closing Date, HEALTHSOUTH shall file an additional listing application (the “Registration Date”"Listing Application") a Registration Statement or post-effective amendment with the NYSE relating to an existing Registration Statement in order to provide for resales the shares of Registrable Securities HEALTHSOUTH Common Stock to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application issued in connection with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement Merger, and shall use its reasonable best efforts to have cause such Registrable Securities shares of HEALTHSOUTH Common Stock to be approved for listing on the NasdaqNYSE, subject only to upon official notice of issuance. In addition, prior to the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Closing Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (bf) Subject Advantage Health shall furnish all information to the provisions of Section 3HEALTHSOUTH with respect to Advantage Health, the Company will use its reasonable efforts to keep Advantage Health Subsidiaries and the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included Advantage Health Partnerships as HEALTHSOUTH may reasonably request for inclusion in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change Proxy Statement and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicableListing Application, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to shall otherwise cooperate with HEALTHSOUTH in the Securities Act as soon as reasonably practicable after preparation and filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forcedocuments.

Registration Statement. (a) As soon as reasonably practicable after the date hereof (issuance of the Notes and in no any event later than the date that the definitive Proxy Statement has been filed with the SEC)within 30 calendar days, the Company will use its commercially reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement registering the resale of the Registrable Securities (which shall cover the maximum number of ADSs issuable assuming the combination of all of the following: (x) full “physical” settlement of conversions of the Notes into ADSs, and (y) the maximum number of additional ADSs that may be issuable pursuant to conversions of the Notes if the Company were to elect the “payment-in-kind” option for the Notes for every interest payment date until maturity, in order each case, in accordance with the terms of the Convertible Bond) and to provide for resales of the Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (subject to the “Initial availability of a Registration Statement on Form F-3 or any successor form thereto (or Form S-3 if the Company is not a foreign private issuer)), which Registration Statement will (except to the extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”)) include a plan of distribution and selling shareholder disclosure reasonably requested by a Purchaser. By the Registration Date, the The Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its commercially reasonable best efforts to have such Registrable the Registration Statement declared effective as soon as practicable after the filing thereof and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities approved for listing on Act at all times until the Nasdaq, subject only to official notice of issuanceRegistration Termination Date. In addition, the Company will from time to time time, after the initial Registration Statement has been declared effective, use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, Article VI shall be on Form S-3 F-3 (or a successor form) if the Company is eligible to use such form (or on Form S-3 if the Company is not a foreign private issuer) and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 36.02, and further subject to the availability of a Registration Statement on Form F-3 (or any successor form thereto) or Form S-3 (if the Company is not a foreign private issuer) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its commercially reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if following the Company consolidates or merges maturity date of the Notes and full settlement of principal and interest in accordance with or into any Person the terms of the Convertible Bond, the Registrable Securities represent less than $25,000,000 by value in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaqaggregate. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during During such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 F-3 (or any successor form thereto) or Form S-3 (if the Company is not a foreign private issuer), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 F-1 (or any successor form) or Form S-1 (if the Company is not a foreign private issuer) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and use reasonable efforts to file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement available until the Registration Termination Date. Each Prior to filing such written request must specify Form F-1 or Form S-1, as applicable, the amount and intended manner of disposition Company shall provide reasonable advance notice thereof to the other Purchasers at least five business days before the filing of such Registrable Securities; provided, that Registration Statement and shall include in such Registration Statement the minimum amount of such Registrable Securities shall be $75,000,000of any Purchaser who so requests within five business days after receipt of the Company’s notice. Any When the Company regains ability to file a Registration Statement required to be filed pursuant to this Section 2(con Form F-3 (or Form S-3 if the Company is not a foreign private issuer) shall not be required to cover covering the Registrable Securities it shall use reasonable efforts to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this do so as promptly as practicable in accordance with Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force6.01(a).

Registration Statement. (a) As soon as practicable after Subject to the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)other applicable provisions of this Agreement, the Company will shall use its commercially reasonable efforts to prepare and file no later than fifteen Business Days from the last date of the Lock-Up Period, a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, of all of the Registrable Securities on Form S-3 (except, if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Investor) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective or otherwise by the Commission as promptly as is reasonably practicable after the filing thereof. (b) Once declared effective, the Company shall, subject to the other applicable provisions of this Agreement, use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective and usable until such time as there are no longer any Registrable Securities (the “Effectiveness Period”). (c) If any Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf Registration Statement to again become effective pursuant to under the Securities Act (including obtaining the “prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Date”) Statement), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or post-effective amendment to file an existing additional registration statement (a “Subsequent Shelf Registration Statement in order to provide Statement”) for resales of Registrable Securities an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (registering the “Initial resale from time to time by the Holders thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration Statement”). By the Registration DateStatement is filed, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use commercially reasonable efforts to file (a) cause such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Subsequent Shelf Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and will use its reasonable efforts to (b) keep the such Subsequent Shelf Registration Statement continuously effective under the Securities Act at all times and usable until the Registration Termination Dateend of the Effectiveness Period. Any such Subsequent Shelf Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be a registration statement on Form S-3 (or a successor form) if to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form and shall be an automatically effective provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Investor. (d) The Company shall supplement and amend any Shelf Registration Statement if required by the Securities Act or the rules, regulations or instructions applicable to the registration statement form used by the Company is a WKSIfor such Shelf Registration Statement. (be) Subject If a Person entitled to the provisions benefits of Section 3this Agreement becomes a Holder of Registrable Securities after a Shelf Registration Statement becomes effective under the Securities Act, the Company will use shall, as promptly as is reasonably practicable following delivery of written notice to the Company of such Person becoming a Holder and requesting for its reasonable efforts name to keep be included as a selling securityholder in the initial prospectus related to the Shelf Registration Statement (a “Subsequent Holder Notice”): (1) if required and permitted by applicable Law, file with the Commission a supplement to the related prospectus or any replacement a post-effective amendment to the Shelf Registration Statement) continuously effective until Statement so that such Holder is named as a selling securityholder in the earlier Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statementapplicable Law; provided, (ii) there otherwise cease to be any Registrable Securities and (iii) if however, that the Company consolidates shall not be required to file more than one post-effective amendment or merges with or into a supplement to the related prospectus for such purpose in any Person in a transaction that constitutes a Make90-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq.day period; (c2) From and after the date hereof until the Registration Termination Dateif, pursuant to Section 4(e)(1), the Company shall have filed a post-effective amendment to the Shelf Registration Statement that is not automatically effective, use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use commercially reasonable efforts to cause such Registration Statement post-effective amendment to be declared become effective pursuant to under the Securities Act as soon promptly as is reasonably practicable; and (3) notify such Holder as promptly as is reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner effectiveness under the Securities Act of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be any post-effective amendment filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force4(e)(1).

Registration Statement. (a) As soon as practicable after (and in any event within 15 calendar days of the date hereof of this Agreement), the Company shall file a registration statement on Form F-3 (or other appropriate form if the Company is not then F-3 eligible) providing for the resale by the Purchasers of the Warrant Shares issued and issuable upon exercise of the Warrants (the “Resale Registration Statement”). The Company shall allow Purchaser to review the Resale Registration Statement prior to its filing and cooperate, reasonably and in good faith, with, and take such customary actions as may reasonable be requested by the Purchaser, consistent with the terms of this Agreement, in connection with the registration of the Warrant Shares. The Company shall use commercially reasonable efforts to cause the Resale Registration Statement to become effective within 45 days following the Closing Date (or within 90 days following the Closing Date if the Commission has informed the Company that it intends to review such registration statement) and to keep the Resale Registration Statement continuously effective, keep any qualification, exemption or compliance under state securities laws which the Company determines to obtain continuously effective with respect to Purchaser, and to keep the applicable Resale Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions at all times until no Purchaser owns any Warrants or Warrant Shares issuable upon exercise thereof. (b) The Company shall advise Purchaser as promptly as practicable, but in no event later than the date that the definitive Proxy within one (1) Business Day: (i) when a Resale Registration Statement or any amendment thereto has been filed with the SEC), the Company will prepare Commission and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a when such Resale Registration Statement or any post-effective amendment thereto has become effective; (2) of any request by the Commission for amendments or supplements to an existing any Resale Registration Statement or the prospectus included therein or for additional information; (3) of the issuance by the Commission of any stop order suspending the effectiveness of any Resale Registration Statement or the initiation of any proceedings for such purpose; (4) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities included therein for sale in order any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (5) subject to provide for resales the provisions in this Agreement, of Registrable Securities the occurrence of any event that requires the making of any changes in any Resale Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be made on stated therein or necessary to make the statements therein (in the case of a delayed or continuous basis pursuant prospectus, in the light of the circumstances under which they were made) not misleading. Notwithstanding anything to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Datecontrary set forth herein, the Company shall prepare and file a supplemental listing application not, when so advising Purchaser of such events, provide Purchaser with any material, non-public information regarding the Nasdaq Company other than to list the Registrable Securities covered by extent that providing notice to Purchaser of the Initial Registration Statement and occurrence of the events listed in clauses (1) through (5) above may constitute material, non-public information regarding the Company. The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use commercially reasonable efforts to file such additional Registration Statements to cover resales obtain the withdrawal of any Registrable Securities that are not registered for resale pursuant to a order suspending the Initial effectiveness of any Resale Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under as soon as reasonably practicable. Upon the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 occurrence of an event listed in clause (or a successor form5) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Dateabove, the Company shall use its commercially reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each prepare a post-effective amendment to such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Resale Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under purchasers of the Securities Act. The obligations included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the Company circumstances under this Section 2(c) shall which they were made, not impact the obligations of the Company under Section 2(a) which shall continue to be in force.misleading

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will TriCo agrees to prepare and file and use reasonable efforts to cause to be declared effective a registration statement on Form S-4 or otherwise become effective pursuant to the Securities Act other applicable form (the “Registration DateStatement”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on filed by TriCo with the SEC in connection with the issuance of the shares of TriCo Common Stock to the FNBB shareholders as the Merger Consideration in the Merger (including the joint proxy statement for the TriCo Meeting and the FNBB Meeting and prospectus and other proxy solicitation materials of TriCo and FNBB constituting a delayed or continuous basis pursuant to Rule 415 under the Securities Act part thereof (the “Initial Registration Proxy Statement”) and all related documents). By the Registration Date, the Company FNBB shall prepare and file a supplemental listing application furnish such information relating to it, its Subsidiaries and their respective directors, officers and shareholders as may be reasonably required in connection with the Nasdaq above referenced documents based on its knowledge of and access to list the Registrable Securities covered by information required for said documents, and FNBB, and its legal, financial and accounting advisors, shall have the Initial right to review in advance and comment on such Registration Statement prior to its filing and on any amendments or supplements thereto and any written communications with the SEC in connection therewith. FNBB agrees to cooperate with TriCo and TriCo’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. TriCo shall use its commercially reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaqfile, subject only or cause to official notice of issuance. In additionbe filed, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement with the SEC within forty-five (45) days of the date of this Agreement or as promptly as reasonably practicable thereafter. Each of FNBB and will TriCo agrees to use its commercially reasonable best efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. TriCo also agrees to use its commercially reasonable best efforts to obtain all necessary state securities law or otherwise “Blue Sky” permits and approvals required to become carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act Act, FNBB and will use its reasonable efforts TriCo shall promptly mail at each party’s own expense the Proxy Statement to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIof their respective shareholders. (b) Subject Each of FNBB and TriCo agrees that none of the information supplied or to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (be supplied by it for inclusion or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): incorporation by reference in (i) the date on which all Registrable Securities covered by Registration Statement shall, at the time the Registration Statement have been sold thereunder in accordance with and each amendment or supplement thereto, if any, becomes effective under the plan Securities Act, 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 method (ii) the Proxy Statement and any amendment or supplement thereto shall, at the date(s) of distribution disclosed in mailing to FNBB’s and TriCo’s respective shareholders and at the prospectus included time(s) of the FNBB Meeting and the TriCo Meeting, 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. Each of FNBB and TriCo further agrees that if such party shall become aware prior to the date of effectiveness of the Registration Statement of any information furnished by such party that would cause any of the statements in the Registration Statement, (ii) there otherwise cease Statement or the Proxy Statement to be false or misleading with respect to any Registrable Securities material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other parties thereof and (iii) if to take the Company consolidates necessary steps to correct the Registration Statement or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqProxy Statement. (c) From and TriCo agrees to advise FNBB promptly in writing after TriCo receives notice thereof, of the date hereof until time when the Registration Termination DateStatement has become effective or any supplement or amendment has been filed, of the Company shall use its reasonable efforts issuance of any stop order or the suspension of the qualification of TriCo Common Stock for offering or sale in any jurisdiction, of the initiation or, to maintain eligibility to be able to file and use a the extent TriCo is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forcefor additional information.

Registration Statement. (a) As soon promptly as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)execution of this Agreement, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company CytRx shall prepare and file a supplemental listing application with the Nasdaq to list SEC the Registrable Securities covered by the Initial Registration Statement containing the Proxy Statement/Prospectus and thereafter shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act as promptly as practicable after such filing. The Proxy Statement/Prospectus shall, subject to Section 6.07, include the Directors’ Recommendation. CytRx, Merger Subsidiary and will the Company shall cooperate with each other in the preparation of the Registration Statement, and CytRx shall promptly notify the Company of the receipt of any comments of the SEC with respect to the Registration Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to the Company promptly copies of all correspondence between CytRx or its representatives and the SEC. CytRx shall give the Company and its counsel the opportunity to review the Registration Statement within a reasonable period of time prior to its being filed with the SEC and to review all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments within a reasonable period of time prior to their being filed with, or sent to, the SEC. Each of the Company, CytRx and Merger Subsidiary agrees to use its reasonable efforts best efforts, after consultation with the other parties hereto, to keep respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the SEC has cleared the Registration Statement, the Company shall mail the Proxy Statement/Prospectus to the stockholders of the Company. Prior to the date of approval of the Merger by the Company’s stockholders, the Company shall correct promptly any information provided by it to be used specifically in the Registration Statement continuously effective under that shall have become false or misleading in any material respect, and CytRx shall take all steps necessary to file with the Securities Act at all times until SEC and have cleared by the SEC any amendment or supplement to the Registration Termination Date. Any Registration Statement filed pursuant so as to this Section 2 shall cover only Registrable Securitiescorrect the same and to cause the Proxy Statement/Prospectus as so corrected to be disseminated to the stockholders of the Company, shall be on Form S-3 (or a successor form) if in each case to the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIextent required by applicable law. (b) Subject to the provisions The Company shall cooperate with CytRx in connection with investor meetings and customary “road show” presentations of Section 3CytRx. As part of such meetings and presentations, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance understands and agrees that CytRx may provide information with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein respect to the contraryCompany’s clinical trials, during such period of time from product candidates and after the Registration Date that the Company ceases other assets and business, subject to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forcecustomary confidentiality agreements.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), Unless the Company will prepare and file and use reasonable efforts to cause to be declared has an effective registration statement in place covering the sale or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will distribution from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a all of the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject subject to the other applicable provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Datethis Agreement, the Company shall use its commercially reasonable efforts to maintain eligibility prepare and file so as to cause to be able to file and use a Registration Statement on Form S-3 effective as of the expiration of the Lock-Up Term in respect of the Investor (or any successor form thereto). Notwithstanding anything herein to or, if the contraryInvestor has timely delivered an Extension Notice, during the expiration of the Extension Period in respect of such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form theretoInvestor), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act registration statement covering the Registrable Securities of sale or distribution from time to time by the requesting party or partiesHolders, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations , of all of the Registrable Securities on Form F-3 (except, if the Company is not then eligible to register for resale the Registrable Securities on Form F-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof. (b) Once declared effective, the Company shall, subject to the other applicable provisions of this Agreement, use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective and usable until such time as there are no longer any Registrable Securities (the “Effectiveness Period”). (c) If any Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its commercially reasonable efforts to amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional registration statement (a “Subsequent Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the Holders thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act and (ii) keep such Subsequent Shelf Registration Statement continuously effective and usable until the end of the Effectiveness Period. Any such Subsequent Shelf Registration Statement shall be a registration statement on Form F-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders. (d) If a Person entitled to the benefits of this Section 2(c) Agreement becomes a Holder after a Shelf Registration Statement becomes effective under the Securities Act, the Company shall, following delivery of written notice to the Company of such Person becoming a Holder and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration Statement (a “Subsequent Holder Notice”), if required and permitted by applicable Law, file with the SEC a supplement to the related prospectus or a post-effective amendment to the Shelf Registration Statement so that such Holder is named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable Securities in accordance with applicable Law; provided, however, that the Company shall not impact be required to file more than one post-effective amendment or a supplement to the obligations of the Company under Section 2(a) which shall continue to be related prospectus for such purpose in force.any 90-day period;

Registration Statement. (ai) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and Buyer Parent shall use its commercially reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list include the Registrable Securities covered by Shares in the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such the Registration Statement to be declared effective or otherwise to become effective under effective. If the Securities Act and will Registrable Shares are not included in the Registration Statement filed with the SEC on October 22, 2020, Buyer Parent shall use its commercially reasonable efforts to include the Registrable Shares in a subsequent registration statement filed by it with the SEC, in its sole discretion, in which the Registrable Shares may be included in accordance with applicable law. For the avoidance of doubt, this Section 5.06(a) shall not obligate Buyer Parent to file, for the purpose of including the Registrable Shares therein, any registration statement with the SEC that it otherwise would not have elected to file. For purposes of this Section 5.06, “Registration Statement” shall mean any registration statement submitted to the SEC that includes the Registrable Shares. (ii) After the Registration Statement has been declared effective, Buyer Parent shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which such time as all Registrable Securities Shares covered by the such Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, or (ii) there otherwise cease the date that all Registrable Shares covered by such Registration Statement may be sold by non-affiliates without volume or manner-of-sale restrictions pursuant to Rule 144 without the requirement for Buyer Parent to be any Registrable Securities in compliance with the current public information requirement of Rule 144 as determined by counsel to Buyer Parent pursuant to a written opinion letter to such effect, addressed, delivered and acceptable to Buyer Parent’s transfer agent. (iii) if Buyer Parent shall notify Seller in writing promptly (and in any event within one Trading Day) after receiving notification from the Company consolidates or merges with or into any Person in a transaction SEC that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqRegistration Statement has been declared effective. (civ) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein in this Agreement to the contrary, during such period of time from and Buyer Parent may, by prompt written notice to Seller, suspend sales under the Registration Statement after the Effective Date thereof and/or require that Seller immediately cease the sale of Registrable Shares pursuant thereto if Buyer Parent’s Board of Directors determines in good faith, that (A) it would be materially detrimental to Buyer Parent to maintain the Registration Date Statement at such time, (B) it is in the best interests of Buyer Parent to suspend sales under the Registration Statement at such time or (C) a post-effective amendment to the Registration Statement is required to be filed (each such event, a “Buyer Suspension Event”). Upon receipt of such notice, Seller shall immediately discontinue any sales of Registrable Shares pursuant to the Registration Statement until Seller is advised in writing by Buyer Parent that the Company ceases to be eligible to file current Prospectus or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or partiesamended Prospectus, as applicable, and use reasonable efforts may be used. Immediately after the end of any suspension period under this Section 5.06(a), Buyer Parent shall take all necessary actions (including filing any required post-effective amendment) to cause such restore the effectiveness of the Registration Statement and the ability of Seller to be declared effective publicly resell its Registrable Shares pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify Registration Statement. (v) If at any time the amount and intended manner of disposition of such Registrable Securities; provided, SEC takes the position that the minimum amount offering of such some or all of the Registrable Securities shall be $75,000,000. Any Shares in the Registration Statement required is not eligible to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered made on a delayed or continuous basis pursuant to under the provisions of Rule 415 under the Securities Act. The obligations Act or requires Seller to be named as an “underwriter,” Buyer Parent shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the Company under this Section 2(c) issuer” as defined in Rule 415 and that Seller is not an “underwriter.” In the event that the SEC refuses to alter its position, Buyer Parent shall not impact have no further obligation to include the obligations of Registrable Shares in the Company under Section 2(a) which Registration Statement or any other registration statement. Seller acknowledges and agrees that, in such event, the Registrable Shares shall continue to be bear the restrictive legend set forth in forceSection 3.12(c).

Registration Statement. (a) As soon promptly as practicable after the date hereof (possible, and in no any event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective on or otherwise become effective pursuant prior to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Filing Date, the Company shall prepare and file a supplemental listing application with the Nasdaq SEC a Registration Statement covering the resale of all Registrable Securities for an offering to list be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities covered on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Exchange Act) and shall contain (except if otherwise directed by the Initial Registration Statement Investors or requested by the SEC) the “Selling Stockholder” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit D. (b) The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on cause the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise by the SEC as promptly as possible after the filing thereof, but in any event prior to become effective under the Securities Act Required Effectiveness Date, and will shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any earlier of (i) such time as all Registrable Securities covered by such Registration Statement filed have been sold or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by non-affiliates without volume or manner-of-sale restrictions pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information requirement of Rule 144 as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed, delivered and acceptable to the Company’s transfer agent (the “Effectiveness Period”); provided that, upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement within five (5) Trading Days after receipt of such notice and request that it become effective on 4:00 p.m. New York City time on the Effective Date and file a prospectus supplement for any Registration Statement, whether or not required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the Effective Date. (c) The Company shall notify the Investors in writing promptly (and in any event within one Trading Day) after receiving notification from the SEC that the Registration Statement has been declared effective. (d) Should an Event (as defined below) occur, then upon the occurrence of such Event, and on every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as liquidated damages and not as a penalty, equal to one percent (1.0%) of (i) the number of Common Shares held by such Investor as of the date of such Event, multiplied by (ii) the purchase price paid by such Investor for such Common Shares then held; provided, however, that the total amount of payments pursuant to this Section 2 6.1(d) to an Investor shall cover only Registrable Securitiesnot exceed, when aggregated with all such payments to such Investor under this Section 6.1(d), ten percent (10%) of the aggregate purchase price of the Securities purchased by such Investor pursuant to this Agreement. The payments to which an Investor shall be entitled pursuant to this Section 6.1(d) are referred to herein as “Event Payments.” After the initial Event Payment accruing on Form S-3 the date of the applicable Event, any additional Event Payments payable pursuant to the terms hereof shall apply on a pro-rated basis for any portion of a month prior to the cure of an Event. In the event the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at the rate of one and one- half percent (1.5%) per month (pro-rated for partial months) until paid in full. All pro-rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro-rated month. Notwithstanding the foregoing, the maximum payment to an Investor associated with all Events in the aggregate shall not exceed (i) in any 32-day period, an aggregate of 1.0% of the purchase price paid by such Investor for its Common Shares then held (plus interest accrued thereon, if applicable) and (ii) 10.0% of the purchase paid by such Investor for its Common Shares then held. The parties agree that (1) the Company will not be liable for Event Payments under this Agreement with respect to any Warrants or Warrant Shares (prior to their issuance), (2) notwithstanding anything to the contrary in this Agreement, no Event Payments shall be payable with respect to any period after the expiration of the Effectiveness Period (except in respect of an Event described in Section 6.1(d)(vii) herein), (it being understood that this sentence shall not relieve the Company of any Event Payments accruing prior to the Effectiveness Deadline). For such purposes, each of the following shall constitute an “Event”: (i) the Registration Statement is not filed on or prior to the Filing Date; (ii) the Registration Statement is not declared effective on or prior to the Required Effectiveness Date; (iii) except as provided for in Section 6.1(e) (the “Excluded Events”), after the Effective Date and during the Effectiveness Period, an Investor is not permitted to sell Registrable Securities under the Registration Statement (or a successor formsubsequent Registration Statement filed in replacement thereof) if for any reason (other than the fault of such Investor) for five (5) or more Trading Days (whether or not consecutive); (iv) except as a result of the Excluded Events, the Common Stock is not listed or quoted, or is suspended from trading, on an Eligible Market for a period of three Trading Days (which need not be consecutive Trading Days) during the Effectiveness Period; (v) with respect to an Investor, the Company fails for any reason to deliver a certificate evidencing any Securities to such Investor within five Trading Days after delivery of such certificate is eligible required pursuant to use such form any Transaction Document or the exercise rights of the Investors pursuant to the Warrants are otherwise suspended for any reason; (vi) during the Effectiveness Period, except as a result of the Excluded Events, the Company fails to have any Shares listed or quoted on an Eligible Market; or (vii) the Company fails to satisfy the current public information requirements pursuant to Rule 144(c)(1) as a result of which the holders of Registrable Securities who are not affiliates are unable to sell Registrable Securities without restriction under Rule 144. (e) Notwithstanding anything in this Agreement to the contrary, after 60 consecutive Trading Days of continuous effectiveness of the initial Registration Statement filed and shall be an automatically declared effective pursuant to this Agreement, the Company may, by prompt written notice to the Investors, suspend sales under a Registration Statement after the Effective Date thereof and/or require that the Investors immediately cease the sale of shares of Common Stock pursuant thereto and/or defer the filing of any subsequent Registration Statement if the Company is engaged in a WKSI. material merger, acquisition or sale and the Board of Directors determines in good faith, by appropriate resolutions, that, as a result of such activity, (bA) Subject it would be materially detrimental to the provisions Company (other than as relating solely to the price of Section 3, the Common Stock) to maintain a Registration Statement at such time or (B) it is in the best interests of the Company will use its reasonable efforts to keep suspend sales under such registration at such time. Upon receipt of such notice, each Investor shall immediately discontinue any sales of Registrable Securities pursuant to such registration until such Investor is advised in writing by the initial Registration Statement Company that the current Prospectus or amended Prospectus, as applicable, may be used. In no event, however, shall this right be exercised to suspend sales beyond the period during which (or any replacement Registration Statement) continuously effective until in the earlier good faith determination of (such earlier date, the “Registration Termination Date”): (iCompany’s Board of Directors) the date on which all Registrable Securities covered by failure to require such suspension would be materially detrimental to the Registration Statement have been sold thereunder Company. The Company’s rights under this Section 6(e) may be exercised for a period of no more than 20 Trading Days at a time and not more than three times in accordance with the plan and method any twelve-month period, without such suspension being considered as part of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and an Event Payment determination. Immediately after the date hereof until the Registration Termination Dateend of any suspension period under this Section 6(e), the Company shall use its reasonable efforts take all necessary actions (including filing any required supplemental prospectus) to maintain eligibility restore the effectiveness of the applicable Registration Statement and the ability of the Investors to be able publicly resell their Registrable Securities pursuant to file and use such effective Registration Statement. (f) If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases is not eligible to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered made on a delayed or continuous basis pursuant to under the provisions of Rule 415 under the Securities Act. The obligations Act or requires any Investor to be named as an “underwriter,” the Company shall use its Best Efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter.” In the event that the SEC refuses to alter its position, the Company under shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Investor as an “underwriter” in such Registration Statement without the prior written consent of such Investor. Any cut-back imposed on the Investors pursuant to this Section 2(c6.1(f) shall not impact be allocated among the obligations Investors on a pro rata basis and shall be applied first to any of the Registrable Securities of such Investor as such Investor shall designate, unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree; provided, however, that prior to any of the Registrable Securities being subject to a cut-back, the Company must first cut-back any and all other securities that are contemplated to be registered pursuant to such Registration Statement. No Event Payments shall accrue as to any Cut Back Shares until such date as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions applicable to such Cut Back Shares (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 6.1 (including the Company’s obligations with respect to the filing of a Registration Statement and its obligations to use commercially reasonable efforts to have such Registration Statement declared effective within the time periods set forth herein and the liquidated damages provisions relating thereto) shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline for the Registration Statement including such Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) the Required Effectiveness Date with respect to such Cut Back Shares under Section 2(a6.1(b) which shall continue be the 90th day immediately after the Restriction Termination Date (the 90th day if the SEC reviews the Registration Statement). (g) The Company shall not, from the date hereof until the Effective Date of the Registration Statement, prepare and file with the SEC a registration statement relating to be in forcean offering for its own account or the account of others under the Securities Act of any of its equity securities, other than any registration statement or post-effective amendment to a registration statement (or supplement thereto) relating to the Company’s employee benefit plans registered on Form S-8.

Registration Statement. (a) As Subject to Purchasers’ provision of any information with respect to Purchasers that is required to be included therein, the Company shall file a registration statement on Form S-1 to cover the resale of all of the Shares and the Warrant Shares (together, the “Registrable Securities” and such registration statement, including any prospectus therein, as may be amended, the “Initial Registration Statement”) as soon as practicable after the date hereof (and in no any event later than within thirty (30) calendar days of the date that Closing Date (the definitive Proxy Statement has been filed with the SEC“Filing Date”), the ). The Company will prepare and file and shall use commercially reasonable efforts to cause the Initial Registration Statement to be declared effective or otherwise become effective pursuant (i) within sixty (60) calendar days of the Closing Date, in the event of no review by the Commission; (ii) otherwise, within ninety (90) calendar days following the Closing Date (but in any event no later than three (3) Business Days from the date the Staff indicates it has no comments on such Initial Registration Statement or will not review such Initial Registration Statement), and to the keep such Initial Registration Statement effective at all times until no Purchaser owns any Registrable Securities Act (the “Registration DateEffectiveness Period”). If at any time the staff of the Commission (“Staff”) a takes the position that the offering of some or all of the Registrable Securities in the Initial Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities is not eligible to be made on a delayed or continuous basis pursuant to under the provisions of Rule 415 under the Securities Act (or requires any Purchaser to be named an “underwriter,” the Company shall use its commercially reasonable efforts to persuade the Commission that the offering contemplated by the Initial Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Purchasers is an “underwriter;” provided, that if the Commission or another regulatory agency requests that a Purchaser be identified as a statutory underwriter in the Initial Registration Statement”), Purchaser will have the opportunity to withdraw from the Initial Registration Statement upon its prompt written request to the Company. By In the Registration Dateevent that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 4.17, the Staff refuses to alter its position, the Company shall prepare (i) remove from the Initial Registration Statement such portion of the Registrable Securities (the “Cut Back Securities”) and/or (ii) agree to such restrictions and file a supplemental listing application limitations on the registration and resale of the Registrable Securities as the Staff may require to assure the Company’s compliance with the Nasdaq requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to list name any Purchaser as an “underwriter” in such Initial Registration Statement without the prior written consent of such Purchaser. Any cutback imposed on Purchasers pursuant to this Section 4.17 shall be allocated among Purchasers on a pro rata basis, unless the SEC Restrictions otherwise require or provide. No liquidated damages shall accrue as to any Cut Back Securities until such date as the Company is able to effect the registration of such Cut Back Securities in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date applicable to any Cut Back Securities, all of the provisions of this Section 4.17 shall again be applicable to such Cut Back Securities; provided, however, that (x) the Filing Date for the Initial Registration Statement including such Cut Back Securities shall be ten (10) Business Days after such Restriction Termination Date, and (y) the deadline to declare the registration statement effective with respect to such Cut Back Securities shall be the 60th day immediately after the Restriction Termination Date or the 90th day if the Staff reviews such Initial Registration Statement (but in any event no later than three (3) Business Days from the Staff indicating it has no further comments on such Initial Registration Statement). The Company and Purchasers agree that Purchasers will suffer damages if the Initial Registration Statement is not filed on or prior to the Filing Date and maintained in the manner contemplated herein during the Effectiveness Period (prior to the effective date of a Initial Registration Statement) or if certain other events occur. The Company and Purchasers further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Initial Registration Statement is not filed on or prior to the Filing Date, or (B) prior to the effective date of the Initial Registration Statement, the Company fails to notify Purchasers via electronic correspondence of comments made by Commission (a “Comment Letter”) with respect to the Initial Registration Statement within twenty four (24) hours of such receipt from the Commission or fails to respond to the Comment Letter in writing within seven (7) Business Days after receipt of the Comment Letter, or (C) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Initial Registration Statement will not be “reviewed,” or not subject to further review, or (D) the Initial Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to the Registrable Securities covered by the such Initial Registration Statement at any time prior to the expiration of the Effectiveness Period, without being succeeded promptly by a subsequent Initial Registration Statement filed with and declared effective by the Commission, or (E) trading in the Common Stock shall use its reasonable best efforts be suspended or if the Common Stock is no longer quoted on or is delisted from the OTCQB (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) consecutive Business Days or twenty (20) Business Days in the aggregate for any twelve month period, (any such failure or breach being referred to have as an “Event,” and for purposes of clauses (A) and (B) the date on which such Registrable Securities approved Event occurs, or for listing purposes of clauses (C) and (E) the date on which such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred to as “Event Date”), then the NasdaqCompany shall pay to Purchasers, subject only as liquidated damages, an amount of cash each month equal to official notice one percent (1%) of issuancethe Subscription Amount with respect to such Purchaser. The parties agree that the maximum aggregate liquidated damages payable to a Purchaser under this Agreement shall be 10.0% of the aggregate Subscription Amount paid by such Purchaser pursuant to this Agreement. In addition, the Company will from time no liquidated damages shall be payable with respect to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale may be sold pursuant to a Rule 144 without volume or manner-of-sale restrictions and without the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement requirement for the Company to be declared effective or otherwise to become effective in compliance with the current public information requirement under Rule 144(c)(1) of the Securities Act and will use its reasonable efforts to keep Act. Liquidated damages payable by the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed Company pursuant to this Section 2 shall cover only Registrable Securities, 4.17 shall be on Form S-3 payable ten (or 10) Business Days after a successor formEvent Date and the first (1st) if Business Day of each thirty (30) day period following the Company is eligible Event Date. Notwithstanding anything to use such form and the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants. Such liquidated damages shall be an automatically effective Registration Statement if available in addition to, not in lieu of, any other rights and remedies available to the Company is a WKSIPurchasers under this Agreement. (b) Subject to Without limiting Section 4.17(a), if, at any time during the provisions of Section 3Effectiveness Period, the Company will use its reasonable efforts shall determine to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance prepare and file with the plan and method Commission a registration statement relating to an offering for its own account or the account of distribution disclosed others under the Securities Act of any of its equity securities, other than on Form S-8 (each as promulgated under the Securities Act) or their then-equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the prospectus included in the Company’s stock option or other employee benefit plans (any such registration statement or Initial Registration Statement, (ii) there otherwise cease in each case, including any prospectus therein, a “Registration Statement”), then the Company shall deliver to each Purchaser at least 30 days’ prior written notice of such determination and, if, within fifteen days after the date of the delivery of such notice, any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of the Registrable Securities held by such Purchaser that such Purchaser requests to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaqregistered. (c) From In connection with the performance of its obligations under this Section 4.17 the Company shall: (i) promptly prepare and file with the Commission such amendments, post-effective amendments and supplements to any Registration Statement as may be necessary to keep such Registration Statement effective for the period of time required by this Section 4.17 and to comply with the provisions of the Securities Act with respect to the disposition of Registrable Securities; (ii) within a reasonable time before filing any Registration Statement, prospectus or amendments or supplements thereto with the Commission, furnish to counsel selected by each holder of Registrable Securities copies of such documents proposed to be filed, which documents shall be subject to the review, comment and approval of such counsel; (iii) notify each selling holder of Registrable Securities, promptly after the date hereof until Company receives notice thereof, of the time when the applicable Registration Termination DateStatement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed with the Commission; (iv) furnish to each selling holder of Registrable Securities such number of copies of the prospectus included in any Registration Statement (including each preliminary prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; (v) use its commercially reasonable efforts to register or qualify the Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any selling holder reasonably requests and do any and all other acts and things which may be necessary or advisable to enable such holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such holders; provided, that the Company shall not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this clause (v); (vi) notify each selling holder of Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event that would cause the prospectus included in such Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and, at the request of any such holder, the Company shall promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (vii) cause the Registrable Securities to be listed on each securities exchange on which the Common Stock is then listed; (viii) Intentionally ommitted; (ix) comply with all applicable rules and regulations of the Commission and the Securities Act; (x) Intentionally ommitted; (xi) use its commercially reasonable efforts to maintain eligibility cause the Registrable Securities to be able registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to file and use a enable the holders of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof; (xii) notify the holders of Registrable Securities promptly of any request by the Commission for the amending or supplementing of any Registration Statement on Form S-3 or prospectus or for additional information; (or any successor form thereto). Notwithstanding anything herein to xiii) advise the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the Company shall issuance of any stop order by the Commission suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to file prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; (xiv) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a Registration Statement on Form S-1 “controlling person” (or any successor form) under within the meaning of the Securities Act covering and the Exchange Act) of the Company, to participate in the preparation of such Registration Statement and to require the insertion therein of language, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included; (xv) cooperate with the holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold pursuant to any Registration Statement or Rule 144 free of any restrictive legends and representing such number of shares of Common Stock and registered in such names as the holders of the requesting party or parties, as applicable, and use Registrable Securities may reasonably request a reasonable efforts period of time prior to cause sales of Registrable Securities pursuant to such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securitiesor Rule 144; provided, that the minimum amount Company may satisfy its obligations under this clause (xv) without issuing physical stock certificates through the procedures of such the Depository Trust Company; (xvi) not later than the effective date of any Registration Statement, provide a CUSIP number for all Registrable Securities shall be $75,000,000. Any Registration Statement required and provide the applicable transfer agent with certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company; (xvii) provide materials and information customary to be filed pursuant the due diligence process; and (xviii) otherwise use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated by this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.4.17

Registration Statement. 4.1 The Issuer agrees that, Subscriber may make a written demand for a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective (aa “Registration”), for resale of the Shares (the “Registrable Securities”), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) As of distribution thereof (such written demand a “Demand Registration”). Following a Demand Registration, the Subscriber shall be entitled to have its Registrable Securities included in a Registration pursuant to a Demand Registration and the Issuer shall file, as soon thereafter as practicable, but not more than thirty (30) days immediately after the Issuer’s receipt of the Demand Registration (the “Filing Date”), the Registration of all Registrable Securities requested by the Subscriber pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than one (1) Demand Registrations under this Agreement with respect to any or all of the Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Subscriber to be registered on behalf of the Subscriber in such Form S-1 Registration have been sold. The Subscriber shall not have any right to a Demand Registration before the day that is 30 days before the expiration of the Lock-Up Period (as defined below). 4.2 The Subscriber shall have the right to withdraw from a Registration pursuant to a Demand Registration for any or no reason whatsoever upon written notification to the Issuer and the underwriter or underwriters (if any) of its intention to withdraw from such Registration at least three (3) business days prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of the Registrable Securities pursuant to such Demand Registration (or in the case of an underwritten registration pursuant to Rule 415, at least five (5) business days prior to the time of pricing of the applicable offering). 4.3 The Issuer shall use its commercially reasonable efforts to have the registration statement with respect to the Registrable Securities (the “Registration Statement”) declared effective as soon as practicable after the date hereof filing thereof (such date, the “Effectiveness Date”), provided that no request to accelerate effectiveness of such Registration Statement shall be made prior to the end of the Lock-Up Period (as defined below) and; provided, further, that the Issuer’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing a completed and executed selling shareholders questionnaire in customary form to the Issuer that contains the information required by Commission rules for a Registration Statement regarding Subscriber, the securities of the Issuer held by Subscriber, and the intended method of disposition of the Registrable Securities to effect the registration of the Registrable Securities, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder; provided that, except pursuant to this Agreement, the Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. Any failure by the Issuer to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Issuer of its obligations to file or effect the Registration Statement as set forth above in this Section 4. Unless required under applicable laws and Commission rules, in no event later than shall the date Subscriber be identified as a statutory underwriter in the Registration Statement; provided, that if the definitive Proxy Statement has been filed with Subscriber is required to be so identified as a statutory underwriter in the SEC)Registration Statement, the Company Subscriber will prepare and file and have an opportunity to withdraw its Registrable Securities from the Registration Statement. 4.4 In the case of the registration effected by the Issuer pursuant to this Subscription Agreement, the Issuer shall, upon reasonable request, inform Subscriber as to the status of such registration. At its expense, the Issuer shall: 4.4.1 except for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to cause keep such registration, and any qualification, exemption, or compliance under state securities laws which the Issuer determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following: (i) Subscriber ceases to hold any Registrable Securities; (ii) the date all Registrable Securities held by Subscriber may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Issuer to be declared effective in compliance with the current public information required under Rule 144(c)(1) (or otherwise become effective pursuant to Rule 144(i)(2), if applicable) and (iii) three years from the Securities Act date of the effectiveness of the Registration Statement; 4.4.2 advise Subscriber as expeditiously as reasonably possible (the “Registration Date”and not later than within three (3) Business Days):: (a) when a Registration Statement or any post-effective amendment thereto has become effective; (b) after it shall receive notice or obtain knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (c) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (d) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. Notwithstanding anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material, nonpublic information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence of the events listed in (a) through (d) above may constitute material, nonpublic information regarding the Issuer; Subscriber hereby consents to receipt of any material, non-public information with respect to the occurrence of the events listed in (a) through (d) above; 4.4.3 use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable; 4.4.4 upon the occurrence of any event contemplated in Section 4.2.2(d), except for such times as the Issuer is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Issuer shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to an existing such Registration Statement in order or a supplement to provide for resales the related prospectus, or file any other required document, so that, as thereafter delivered to purchasers of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the Initial Registration Statement and shall statements therein, in the light of the circumstances under which they were made, not misleading; and 4.4.5 use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its commercially reasonable efforts to cause such all Shares to be listed on each securities exchange or market, if any, on which the Issuer’s Common Stock is then listed. 4.5 Notwithstanding anything to the contrary in this Subscription Agreement, if the Commission prevents the Issuer from including in the Registration Statement any or all of the Shares due to be declared effective or otherwise to become effective under limitations on the use of Rule 415 of the Securities Act and will use its reasonable efforts to keep for the resale of the Shares by the Subscriber, the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company register for resale such number of Shares which is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject equal to the provisions maximum number of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered Shares as is permitted by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto)Commission. Notwithstanding anything herein to the contrary, during In such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or partiesevent, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act promptly as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required being permitted to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to register additional Shares under Rule 415 under the Securities Act. The obligations , the Issuer shall use commercially reasonable efforts to amend the Registration Statement or file a new Registration Statement to register such Shares not included in the initial Registration Statement. 4.6 Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the effectiveness of the Company Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof, if it determines that in order for the Registration Statement not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, (i) an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, (ii) the negotiation or consummation of a transaction by Issuer or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event Issuer’s board of directors reasonably believes would require additional disclosure by Issuer in the Registration Statement of material information that Issuer has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of Issuer’s board of directors to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Issuer may not delay or suspend the Registration Statement on more than two (2) occasions or for more than forty-five (45) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12) month period. Upon receipt of any written notice from the Issuer of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits 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, Subscriber agrees that (a) it will immediately discontinue offers and sales of the Shares under the Registration Statement until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Issuer that it may resume such offers and sales, and (b) it will maintain the confidentiality of any information included in such written notice delivered by the Issuer as required by law. If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Shares in Subscriber’s possession; provided, however, that this Section 2(c) obligation to deliver or destroy all copies of the prospectus covering the Shares shall not impact apply (1) to the obligations extent Subscriber is required to retain a copy of the Company under Section 2(asuch prospectus (A) which shall continue in order to be comply with applicable legal, regulatory, self-regulatory, or professional requirements, or (B) in forceaccordance with a bona fide pre-existing document retention policy, or (2) to copies stored electronically on archival servers as a result of automatic data back-up.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act in each case no later than the later of (i) May 12, 2016 and (ii) the first Business Day following the Closing Date (the “Target Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, which Registration Statement will (except to the “Initial extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”). By ) include the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and and, subject to Section 5.02, will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 35.02 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, Statement and (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqSecurities. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Target Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement continuously available. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any When the Company regains ability to file a Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover on Form S-3 covering the Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this it shall as promptly as practicably do so in accordance with Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force5.01(a).

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act in each case no later than the earlier of (x) fifteen (15) Business Days from the last date of the Restricted Period and (y) the date that is eighteen (18) months following the Closing Date (the “"Target Registration Date”") a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, which Registration Statement will (except to the “Initial extent the SEC objects in written comments upon the SEC's review of such Registration Statement”). By ) include the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and and, subject to Section 5.02, will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 35.02 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “"Registration Termination Date”"): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, Statement and (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqSecurities. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Target Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement continuously available. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,00050,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c5.01(c) shall not be required to cover the Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of When the Company under this regains ability to file a Registration Statement on Form S-3 covering the Registrable Securities it shall as promptly as practicably do so in accordance with Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force5.01(a).

Registration Statement. (a) As soon as practicable after Following the date hereof (and Closing Date, at a time determined by the Partnership in no event later than the date that the definitive Proxy Statement has been filed with the SEC)its reasonable discretion, the Company will Partnership shall prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 registration statement under the Securities Act to permit the public resale of all of the Registrable Securities then outstanding (the an “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement ) and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its commercially reasonable efforts to cause such Initial Registration Statement to be declared effective or otherwise to become effective under on the Securities Act and will use its reasonable efforts to keep 365th day following the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination DateClosing Date or as soon as reasonably practicable thereafter. Any The Initial Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, 2(a) shall be on Form S-3 (such appropriate registration form or a successor form) forms of the SEC as shall be selected by the Partnership; provided, that, if the Company is eligible to use such form and shall be an automatically effective Initial Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contraryS-1, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each the Partnership becomes eligible to file a registration statement on Form S-3, then the Partnership shall post-effectively amend the Initial Registration Statement on Form S-1 to convert such written request must specify Initial Registration Statement to a Form S-3 or, if a registration statement on Form S-1 has not been filed, then file a registration statement on Form S-3 as soon as reasonably practicable to permit the amount and intended manner public resale of disposition all of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any then outstanding (such Initial Registration Statement required as so amended or such registration statement on Form S-3 as so filed, the “Registration Statement”). The Partnership shall use its commercially reasonable efforts to be cause the Registration Statement filed pursuant to this Section 2(c2(a) shall to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities. The Registration Statement when effective (including the documents incorporated therein by reference, if any) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not be contain an untrue statement of a material fact or omit to state a material fact required to cover be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement or documents incorporated therein by reference, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the holders of Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations with written notice of the Company under this Section 2(c) shall not impact the obligations effectiveness of the Company under Section 2(a) which shall continue to be in forceRegistration Statement.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (x) for the registration of resales of the Notes, Company Common Stock issuable upon conversion of the Notes, the Warrants and the Warrant Shares no later than the eighteen (18) month anniversary of the Initial Closing Date and (y) for all other registration requests, as soon as reasonably practicable following a written request of holders of a majority in aggregate principal amount of Notes that are Registrable Securities and, in any event, no later than the date that is the later of (A) eighteen (18) months following the Initial Closing Date and (B), in the event of clause (y), three (3) months following the date of such request (such later date, the “Target Registration Date”) ), a Registration Statement or post-effective amendment to an existing (the “Initial Registration Statement Statement”) in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, which Registration Statement will (except to the “Initial extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”). By ) include the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time after the Initial Registration Statement has been declared effective use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities requested to be registered by the Silver Lake Group that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and and, subject to Section 5.02, will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIWKSI (in which case, the Registration Statement may request registration of an unspecified amount of Registrable Securities to be sold by unspecified holders). (b) Subject to the provisions of Section 35.02 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, Statement and (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqSecurities. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Target Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement continuously available. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,00050,000,000. Any When the Company regains the ability to file a Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover on Form S-3 covering the Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this it shall as promptly as practicably do so in accordance with Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force5.01(a).

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (x) for the registration of resales of Company Common Stock, as soon as reasonably practicable following the Closing Date (and, in any event, no later than three (3) months following the Closing Date) and (y) for all other registration requests, as soon as reasonably practicable following a written request of holders of a majority in aggregate principal amount of Notes that are Registrable Securities and, in any event, no later than the date that is the later of (A) six (6) months following the Closing Date and (B) three (3) months following the date of such request (such later date, the “Target Registration Date”) ), a Registration Statement or post-effective amendment to an existing (the “Initial Registration Statement Statement”) in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, which Registration Statement will (except to the “Initial extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”). By ) include the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time after the Initial Registration Statement has been declared effective use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities requested to be registered by the Silver Lake Group that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and and, subject to Section 5.02, will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIWKSI (in which case, the Registration Statement may request registration of an unspecified amount of Registrable Securities to be sold by unspecified holders). (b) Subject to the provisions of Section 35.02 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, Statement and (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqSecurities. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Target Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement continuously available. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,00050,000,000. Any When the Company regains the ability to file a Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover on Form S-3 covering the Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this it shall as promptly as practicably do so in accordance with Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force5.01(a).

Registration Statement. (a) As soon promptly as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)execution of this Agreement, the Company will Acquiror shall prepare and file with the SEC a registration statement on Form S-3 or Form S-4, as applicable (together with all amendments and supplements thereto, the “Registration Statement”), in connection with the registration under the Securities Act of the shares of Acquiror Common Stock to be issued to the Shareholders pursuant to the Merger. The Company shall cause the independent public accounting firm that has audited the Company financial statements that will be included in the Registration Statement to provide its written consent, in form an substance acceptable to Acquiror, approving the inclusion of such financial statements in the initial filing of the Registration Statement and any subsequent filings of the Registration Statement within two Business Days of any written request from Acquiror. Acquiror shall use its commercially reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared become effective or otherwise within 120 days of the date of this Agreement, provided, however that the failure of the Registration Statement to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Datewithin such 120 day period shall not be deemed a breach of this Agreement. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject Prior to the provisions of Section 3Effective Time, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company Acquiror shall use its reasonable efforts to maintain eligibility obtain all applicable approvals needed to ensure that the shares of Acquiror Common Stock to be able issued in the Merger will be registered or qualified as may be required under the securities law of every jurisdiction of the United States in which any registered holder of Common Stock has an address of record on the record date for determining the Shareholders entitled to file notice of and use a Registration Statement on Form S-3 to vote at the Company shareholders’ meeting (or any successor form theretowritten consent in lieu thereof). Notwithstanding anything herein to the contrary, during such period Each of time from Acquiror and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a furnish all information concerning itself as the other may reasonably request in connection with such actions and the preparation of the Registration Statement. The Registration Statement on shall register for resale the shares of Acquiror Common Stock received in the Merger by each affiliate (within the meaning of Rule 145 of the Securities Act) of the Company that is not an affiliate (within the meaning of Rule 144 of the Securities Act) of Acquiror immediately following the Effective Time, and shall include the information required by Item 7 of Form S-1 (or any successor form) S-4 and Item 507 of Regulation S-K under the Securities Act covering for the Registrable Securities benefit of such affiliates as selling stockholders of the requesting party or partiesnumber of shares of Acquiror Common Stock received in the Merger. If required by applicable legal requirements after the Effective Time, as applicableAcquiror shall file a post-effective amendment on Form S-3 to the Registration Statement (the “S-3 Amendment”) which shall include a resale prospectus for the selling stockholders of the number of shares of Acquiror Common Stock received by them in the Merger, and use reasonable efforts Acquiror shall keep the S-3 Amendment effective until the earlier of one year after the Effective Time or the date of final sale by the selling stockholders of all shares of Acquiror Common Stock registered on the S-3 Amendment. (b) Acquiror will advise the Company, promptly after it receives notice thereof, of the time the SEC has issued formal comments to cause such the Registration Statement, of the time at which the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the shares of Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment to the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (c) The information supplied by Acquiror for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, contain any untrue statement of a material fact or fail to state any material fact required to be declared effective pursuant stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Acquiror or any of its Subsidiaries, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Registration Statement is discovered by Acquiror, Acquiror shall promptly inform the Company. All documents that Acquiror is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify and the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Exchange Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.

Registration Statement. (a) As Each of Parent and the Company shall cooperate and as promptly as practicable prepare, and Parent shall file with the SEC as soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)practicable, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 Form S-4 under the Securities Act (the “Initial "Registration Statement”"), with respect to the Parent Common Stock issuable in the Merger. A portion of the Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the stockholders of Parent and of the Company in connection with the Merger (the "Proxy Statement/Prospectus"). By The respective parties will cause the Proxy Statement/Prospectus and the Registration DateStatement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Parent shall use its reasonable best efforts, and the Company shall prepare and file a supplemental listing application will cooperate with Parent, to have the Nasdaq to list the Registrable Securities covered Registration Statement declared effective by the Initial Registration Statement and SEC as promptly as practicable. Parent shall use its reasonable best efforts to have such Registrable Securities approved for listing on obtain, prior to the Nasdaqeffective date of the Registration Statement, subject only all necessary state securities law or "Blue Sky" permits or approvals required to official notice of issuance. In addition, carry out the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement transactions contemplated by this Agreement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under pay all expenses incident thereto. Parent will advise the Securities Act and will use its reasonable efforts to keep Company, promptly after it receives notice thereof, of the time when the Registration Statement continuously has become effective under or any supplement or amendment has been filed, the Securities Act at all times until issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/ Prospectus or the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if comments thereon and responses thereto or requests by the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSISEC for additional information. (b) Subject to the provisions Each of Section 3, Parent and the Company will use its reasonable best efforts to keep cause the initial Registration Statement (or any replacement Registration Proxy Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) /Prospectus to be mailed to its stockholders as promptly as practicable after the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaqhereof. (c) From Each of Parent and after the date hereof until Company agrees that the information provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of stockholders of Parent and of the Company, or, in the case of information provided by it for inclusion in the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form amendment or supplement thereto). Notwithstanding anything herein , at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use state a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement material fact required to be filed pursuant stated therein or necessary to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under make the Securities Act. The obligations statements therein, in light of the Company circumstances under this Section 2(c) shall which they were made, not impact the obligations of the Company under Section 2(a) which shall continue to be in forcemisleading.

Registration Statement. (a) As soon as practicable after Subject to Section 4.6 and the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)other provisions of this Article IV, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on file with the NasdaqSEC, subject only prior to official notice the Effective Deadline (as defined below), a Registration Statement covering the registration of issuance. In addition, the Company will resale at any time or from time to time use reasonable efforts of all Registrable Securities (together with any other registration required by this Article IV, the “Required Registration”). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on a Registration Statement, the Company shall file additional Registration Statement(s) successively trying to register on each such additional Registration Statements to cover resales Statement the resale of any the maximum number of remaining Registrable Securities that are not until the earlier of (i) all of the Registrable Securities have been registered for resale with the SEC, or (ii) the date on which all of the remaining Registrable Securities may be sold without restriction or limitations pursuant to a the Initial Rule 144 and without requirement to be in compliance with Rule 144(c)(1) (or any successor thereto). The Registration Statement shall be on Form S-3, unless the Company is not then eligible to file a registration statement on Form S-3 under the Securities Act, in which case (A) such registration statement shall be on Form S-11 or other appropriate form under the Securities Act which the Company is then eligible to file, and will use its reasonable efforts (B) the Company shall undertake to register the resale of the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the resale of the Registrable Securities has been declared effective by the SEC. (b) The Company agrees (subject to Section 4.6 hereof) to cause such the Registration Statement to be declared effective or otherwise by the SEC as soon as practicable after the filing thereof but in any event prior to become effective under the Securities Act and will one (1) year anniversary of the Closing (the “Effective Deadline”). Subject to Section 4.6 hereof, the Company agrees to use its commercially reasonable efforts to keep the Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or for a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company period that will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until terminate upon the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan sold, and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease the date on which all of the Registrable Securities covered by the Registration Statement may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be any Registrable Securities and (iiiin compliance with Rule 144(c)(1) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering (the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force“Effectiveness Period”).

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and Parent shall use its reasonable best efforts to have such Registrable Securities approved for listing on file, within five (5) Business Days after any Earnout Payment Date or the Nasdaqsettlement date of the Incentive Awards in which shares of Parent Common Stock are issued as Earnout Consideration or in settlement of Incentive Awards (“Consideration Shares”), subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to either a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be registration statement on Form S-3 (or a successor form) other appropriate form if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (is not available) or any successor form thereto). Notwithstanding anything herein a prospectus supplement to the contrary, during such period of time from and after the Registration Date that the Company ceases an effective registration statement pursuant to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor formRule 424(b) under the Securities Act covering the Registrable resale to the public by the Persons receiving shares of Parent Common Stock representing Earnout Consideration or in settlement of Incentive Awards (the “Consideration Registration Statement”) with the U.S. Securities of the requesting party or parties, as applicable, and Exchange Commission (“SEC”). Parent shall use commercially reasonable efforts to cause such the Consideration Registration Statement to be automatically effective upon filing, or if automatic effectiveness is not available, to be declared effective by the SEC as soon as practicable and use its commercially reasonable efforts to assist the persons receiving Consideration Shares in allowing sales of such Consideration Shares to occur pursuant to the Securities Act as soon as reasonably practicable after filing thereofConsideration Registration Statement. Each such written request must specify Parent shall cause the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Consideration Registration Statement required to be filed pursuant to this Section 2(cremain available for use until one (1) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under year after the Securities Act. The obligations date of issuance of the Company Consideration Shares to which the Consideration Registration Statement relates. Parent shall pay the expenses incurred by it in complying with its obligations under this Section 2(c) shall not impact 6.1 including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountants for Parent and other advisors or persons retained by Parent in connection with the obligations filing of the Company Consideration Registration Statement, but excluding (i) any brokerage fees, selling commissions or underwriting discounts incurred by the persons receiving Consideration Shares in connection with sales under Section 2(athe Consideration Registration Statement, and (ii) which shall continue the fees and expenses of any accountants or attorneys retained by the persons receiving Consideration Shares other than fees and related disbursements of up to be $10,000 for one counsel selected by a majority in forceinterest of the persons receiving Consideration Shares.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)Termination Date, the Company will shall prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to with the Securities Act (the “Registration Date”) Commission a Registration Statement or post-effective amendment covering the resale of 100% of the Registrable Securities for an offering to an existing be made on a continuous basis pursuant to Rule 415; provided, however, that if after the Company files a Registration Statement in order to provide for resales of with the Commission covering the Registrable Securities the Commission takes the position that the offering of some or all of the securities included in the Registration Statement are not eligible to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Dateprovisions of Rule 415, the Company shall prepare and file a supplemental listing application with amend the Nasdaq Registration Statement prior to list its effectiveness to remove from the Registration Statement such portion of the Registrable Securities (the “Cut-back Shares”) and/or agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). The Company is obligated to register for resale certain securities (the “Previous Shares”) offered and sold under the terms of a Confidential Private Placement Memorandum dated March 23, 2009 (the “Previous Private Placement”). The Company’s obligation to file a Registration Statement pursuant to this Section 2 shall be subject to the Company first meeting its obligations to register the Previous Shares. The Company intends to meet its registration obligations with respect to the Previous Shares by including in the Registration Statement all Previous Shares along with the Registrable Securities. In the event of a cut-back pursuant to this Section 2(a) (a “Cut Back”) and unless the SEC Restrictions require otherwise, the registration of the Registrable Securities shall be subject to the priority registration of the securities covered by that certain Registration Rights Agreement dated March 23, 2009 related to the Initial Previous Shares such that the securities that are entitled to be included in the registration shall first be allocated to the Previous Shares and second to the Registrable Securities. Any Cut-Back shall be allocated among all Holders of Registrable Securities offered and sold pursuant to the terms and conditions of the Memorandum on a pro rata basis, unless the SEC Restrictions require otherwise. In the event that holders of securities other than the Registrable Securities and the Previous Shares are entitled to registration rights (“Other Shares”), the securities that are entitled to be included in the registration shall first be allocated to the Previous Shares, second to the Registrable Securities on a pro rata basis and, thereafter, to the Other Shares, subject to such allocation priorities as set forth in the registration rights agreements for such Other Shares. The Registration Statement shall contain the “Plan of Distribution” section substantially in the form attached hereto as Annex A, with such changes as are reasonably required to respond to any comments to such section by the Commission and to comply with then applicable securities laws. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its commercially reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act as promptly as possible after the filing thereof, and will shall use its commercially reasonable efforts to keep the such Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier dateA) the date that is two years after the date on which all the Conversion Shares and Warrant Shares are issued to the Holders, the “Registration Termination Date”): (iB) the date on which there ceases to be outstanding any Registrable Securities, and (C) the date on which the Company receives an opinion from its legal counsel to the effect that all Registrable Securities covered by can be freely traded without the Registration Statement have been sold thereunder in accordance with the plan and method continued effectiveness of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form theretothe “Effectiveness Period”). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act in each case as soon as practicable, and in any event not later than February 1, 2019 (the “Target Registration Date”) ), a Registration Statement or post-effective amendment to an existing shelf Registration Statement in order to provide for resales of any or all of the Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, which Registration Statement will (except to the “Initial extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”). By ) include the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement Statements to be declared effective or otherwise to become effective under the Securities Act and and, subject to ‎Section 5.02, will use its reasonable efforts to keep the Registration Statement Statements continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 ‎Article 5 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3‎Section 5.02 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, Statement and (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqSecurities. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Target Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, delivered no more than once in any twelve (12) consecutive month-period, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement available for no less than 60 days after its effective date. Each such written request must specify the amount and intended manner of disposition of such Registrable SecuritiesSecurities and the “plan of distribution” contained in such Registration Statement on Form S-1 shall cover such intended manner of disposition (except to the extent the SEC objects in written comments upon the SEC’s review of such Registration Statement); provided, provided that the minimum amount of such Registrable Securities shall be $75,000,00037,500,000. Any When the Company regains ability to file a Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover on Form S-3 covering the Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) it shall not impact the obligations of the Company under Section 2(a) which shall continue to be as promptly as practicably do so in forceaccordance with ‎Section 5.01(a).

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (x) for the registration of resales of Company Common Stock, as soon as reasonably practicable following the Closing Date (and, in any event, no later than three (3) months following the Closing Date) and (y) for all other registration requests, as soon as reasonably practicable following a written request of holders of a majority in aggregate principal amount of Notes that are Registrable Securities and, in any event, no later than the date that is the later of (A) six (6) months following the Closing Date and (B) three (3) months following the date of such request (such later date, the “Target Registration Date”) ), a Registration Statement or post-effective amendment to an existing (the “Initial Registration Statement Statement”) in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, which Registration Statement will (except to the “Initial extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”). By ) include the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time after the Initial Registration Statement has been declared effective use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities requested to be registered by the Silver Lake Group that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and and, subject to Section 5.02, will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIWKSI (in which case, the Registration Statement may request registration of an unspecified amount of Registrable Securities to be sold by unspecified holders). (b) Subject to the provisions of Section 35.02 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, Statement and (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqSecurities. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Target Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement continuously available. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,00050,000,000. Any When the Company regains the ability to file a Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover on Form S-3 covering the Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this it shall as promptly as practicably do so in accordance with Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force5.01(a).

Registration Statement. (a) As soon as reasonably practicable after the date hereof (and in no event later than issuance of the date that the definitive Proxy Statement has been filed with the SEC)Notes, the Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to register the issuance of the Registrable Securities (which shall cover the maximum number of shares of Company Common Stock issuable assuming the combination of all of the following: (x) full “physical” settlement of conversions the Notes into shares of Company Common Stock, (y) the maximum number of additional shares of Company Common Stock that may be issuable pursuant to conversions of the Notes if the Company were to elect the “payment-in-kind” option for the Notes for every interest payment date until maturity and (z) the maximum “make-whole” adjustment to the conversion rate, in each case, in accordance with the terms of the Indenture) and to provide for resales of the Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (subject to the “Initial availability of a Registration Statement on Form S-3 or any successor form thereto), which Registration Statement will (except to the extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”). By the Registration Date, the Company shall prepare ) include a plan of distribution and file selling stockholder disclosure reasonably requested by a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuancePurchaser. In addition, the Company will from time to time time, after the initial Registration Statement has been declared effective, use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article 5 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 35.02, and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and Securities, (iii) if following the Company consolidates or merges maturity date of the Notes and full settlement of principal and interest in accordance with or into any Person the terms of the Indenture, the Registrable Securities represent less than $25 million by value in a transaction that constitutes a Make-Whole Fundamental Change the aggregate and (iv) one (1) year after the Company Common Stock is, in whole or in part, converted into or exchanged for securities maturity date of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqNotes. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during During such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and use reasonable efforts to file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement available for no less than 60 days after its effective date. Each such written request must specify When the amount and intended manner of disposition of such Registrable Securities; provided, that Company regains ability to file a Registration Statement on Form S-3 covering the minimum amount of such Registrable Securities it shall be $75,000,000. Any Registration Statement required use reasonable efforts to be filed pursuant to this do so as promptly as practicably do so in accordance with Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force5.01(a).

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts On or prior to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration each Filing Date, the Company shall prepare and file a supplemental listing application with the Nasdaq Commission a Registration Statement covering the resale of all Registrable Securities on such Filing Date for an offering to list be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities covered on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by the Initial Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its reasonable best commercial efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable commercial efforts to keep the such Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any earlier of (i) beginning 1 year after the date hereof, all of the Registrable Securities covered by such Registration Statement have been sold and (ii) 100% of the Registrable Securities may be sold without volume restrictions pursuant to Rule 144(b)(1) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 4:00 pm Eastern Time on a Trading Day. The Company shall immediately notify the Holders of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effectiveness Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed an Event under Section 2(b). (b) If for any reason the Commission does not permit all of the Registrable Securities to be included in the Registration Statement(s) filed pursuant to this Section 2 2(a), or for any other reason any outstanding Registrable Securities are not then covered by an effective Registration Statement(s), then the Company shall cover only prepare and file by the Filing Date for such Registration Statement, an additional Registration Statement covering the resale of all Registrable SecuritiesSecurities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, shall be on Form S-3 (or on such other form appropriate for such purpose). Each such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a successor formreview of such Registration Statement) the Plan of Distribution. The Company shall cause each such Registration Statement to be declared effective under the Securities Act as soon as possible, but in any event, by its Effectiveness Date, and shall use its reasonable best commercial efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. (c) If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company is eligible to use such form and shall be an automatically effective files a Registration Statement if without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a WKSI. Registration Statement will not be “reviewed,” or not subject to further review, or (biii) Subject a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by its Effectiveness Date, (iv) after the Effectiveness Date, a Registration Statement ceases to remain continuously effective as to all Registrable Securities for which it is required to be effective due to the provisions good faith determination of Section 3, the board of directors of the Company will use its reasonable efforts that the existence of a pending corporate development with respect to keep the initial Company that the Company reasonably believes is material makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 15 consecutive calendar days but no more than an aggregate of 45 calendar days during any 12-month period (which need not be consecutive Trading Days), or (v) after the Effectiveness Date, a Registration Statement ceases for any replacement Registration Statement) reason to remain continuously effective until as to all Registrable Securities for which it is required to be effective, or the earlier Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 15 consecutive calendar days but no more than an aggregate of 45 calendar days during any 12-month period (which need not be consecutive Trading Days) (any such earlier datefailure or breach being referred to as an “Event”, the “Registration Termination Date”): and for purposes of clause (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method such Event occurs, or for purposes of distribution disclosed in the prospectus included in the Registration Statement, clause (ii) there otherwise cease to be any Registrable Securities and the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date on which such Event occurs, except that if the Company consolidates Commission will not permit acceleration or merges requests withdrawal as a result of the issuance of the Securities under the Purchase Agreement or the failure of any Holder to comply with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock isPlan of Distribution, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and then such date shall be 30 calendar days after the date hereof such Event occurs, or for purposes of clause (iv) the date on which such 15 or 45 calendar day period, as applicable, is exceeded, or for purposes of clause (v) the date on which such 15 or 45 calendar day period is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the Registration Termination Dateapplicable Event is cured, the Company shall use its reasonable efforts promptly pay to maintain eligibility each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities 1.0% of the requesting party or parties, as applicable, and use reasonable efforts to cause aggregate Purchase Price paid by such Registration Statement to be declared effective Holder pursuant to the Purchase Agreement or the Warrant Agreement, as the case may be, for any Registrable Securities Act as soon as reasonably practicable after filing thereof. Each then held by such written request must specify the amount and intended manner Holder (up to a maximum of disposition 8% of such Registrable Securities; providedaggregate purchase or exercise prices), provided that the minimum amount of such partial liquidated damages shall not be paid with respect to those Registrable Securities which cannot be registered under Rule 415 solely as a result of action by the Commission. The partial liquidated damages pursuant to the terms hereof shall be $75,000,000apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event. Any Registration Statement required to be filed pursuant Notwithstanding the foregoing, nothing shall preclude any Holder from pursuing or obtaining any available remedies at law, specific performance or other equitable refief with respect to this Section 2(c) in accordance with applicable law. (d) Subject to Section 4 below, the Holder shall not be required have the right to cover Registrable Securities select one legal counsel to be offered on a delayed or continuous basis review and oversee any registration pursuant to Rule 415 under this Section 2 and Section 8(e) (“Legal Counsel”), which shall be ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP or such other counsel as thereafter designated by the Securities ActHolder. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceAgreement.

Registration Statement. (a) As soon promptly as practicable possible after the date hereof (Initial Closing Date, and in no any event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective on or otherwise become effective pursuant prior to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Filing Date, the Company shall prepare and file a supplemental listing application with the Nasdaq SEC a Registration Statement covering the resale of all of the Initial Closing Registrable Securities, for an offering to list be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be filed on Form S-1 and shall contain (except if otherwise directed by the Investors or requested by the SEC) the “Plan of Distribution” in substantially the form attached hereto as Exhibit D. The Company may convert the Registration Statement to one on Form S-3 at its option when and if it is eligible to do so. As promptly as possible after the Second Closing Date, and in any event on or prior to the Second Filing Date, the Company shall prepare and file with the SEC a Registration Statement covering the resale of all of the Second Closing Registrable Securities, for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be filed on Form S-3 (unless the Company is not eligible at such time to register the Second Closing Registrable Securities covered on Form S-3, in which case it shall be on Form S-1) and shall contain (except if otherwise directed by the Initial Registration Statement and Call Investors or requested by the SEC) the “Plan of Distribution” in substantially the form attached hereto as Exhibit D. (b) The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its commercially reasonable efforts to cause such each Registration Statement to be declared effective or otherwise by the SEC as promptly as possible after the filing thereof, but in any event prior to become effective under the Securities Act applicable Required Effectiveness Date, and will shall use its commercially reasonable efforts to keep the each Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which that all Registrable Securities covered by the such Registration Statement have been sold thereunder or can be sold publicly under Rule 144 in accordance with a three month period (the plan “Effectiveness Period”); provided that, upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and method comments, the Company shall request acceleration of distribution disclosed in such Registration Statement within five (5) Trading Days after receipt of such notice and request that it becomes effective on 4:00 p.m. New York City time on the Effective Date and file a prospectus included in the supplement for any Registration Statement, whether or not required under Rule 424 (ii) there otherwise cease to be any Registrable Securities and (iii) if or otherwise), by 9:00 a.m. New York City time the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and day after the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqEffective Date. (c) From The Company shall notify the Investors in writing promptly (and in any event within five (5) Trading Days) after receiving notification from the date hereof SEC that a Registration Statement has been declared effective. (d) Should an Event (as defined below) occur, then upon the occurrence of such Event, and on every monthly anniversary thereof until the Registration Termination Dateapplicable Event is cured, the Company shall use its reasonable efforts pay to maintain eligibility each Investor an amount in cash, as liquidated damages and not as a penalty, equal to be able to file one percent (1.0%) of (i) the number of Common Shares and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or partiesCall Shares, as applicable, and use reasonable efforts to cause held by such Registration Statement to be declared effective pursuant to Investor as of the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition date of such Registrable Securities; providedEvent, that multiplied by (ii) the minimum amount of purchase price paid by such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.Investor for such Common Shares and Call Shares, as applicable, then held;

Registration Statement. (a) As The Company shall use commercially reasonable efforts to, as soon as practicable after the date hereof Closing, but in any event within thirty (and in no event later than 30) days following the date that the definitive Proxy hereof, file a Registration Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to under the Securities Act (to permit the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales public resale of all the Registrable Securities held by the Holders from time to be made on a delayed or continuous basis pursuant to time as permitted by Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered or any successor or similar provision adopted by the Initial Registration Statement Commission then in effect) on the terms and conditions specified in this Section 2.1.1 and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof. The Registration Statement filed with the Commission pursuant to this Section 2.1.1 shall be on Form S-1, or otherwise such other form of registration statement as is then available to become effective effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act and will use its reasonable efforts to keep (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 continuously effective under the Securities Act at all times until the Registration Termination DateStatement. Any A Registration Statement filed pursuant to this Section 2 2.1.1 shall cover only provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another registration statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this Section 2.1.1, but in any event within three (3) Business Days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this Section 2.1.1 (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be on stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made). The Company shall use its commercially reasonable efforts to convert a Form S-1 into a Form S-3 (or a successor form) if as soon as practicable after the Closing after the Company is eligible to use such form and shall Form S-3. The Company’s obligations under this subsection 2.1.1, shall, for the avoidance of doubt, be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto)3.4. Notwithstanding anything herein to the contrarycontrary herein, during such period of time from and after to the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on extent there is an active Form S-3 (shelf registration statement under this subsection 2.1.1, covering a Holder’s or any successor form thereto), upon the written request of any holder or holders of Holders’ Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (and such Holder or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, Holders qualify as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective Demanding Holders pursuant to subsection 2.1.2 and wish to request an Underwritten Offering, such Underwritten Offering shall follow the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner procedures of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forcesubsection 2.1.2.

Registration Statement. (a) As soon as practicable following the Closing but in any event within ten business days after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)Closing, the Company will shall prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to with the Securities Act (the “Registration Date”) Commission a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis Form S-3 pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuanceAct. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use shall: (a) Use its reasonable best efforts to cause such Registration Statement to be declared become effective or otherwise at the earliest possible time and to become keep such Registration Statement continuously effective for a period of two years following the date on which the Registration Statement becomes effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable SecuritiesAct, shall be or such shorter period ending on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which when all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, or (ii) there otherwise cease to be any when all Registrable Securities covered by the Registration Statement may be sold without registration under the Securities Act pursuant to the exemptions provided by Rule 144 under the Securities Act (and are not restricted as to volume) (iiithe "Registration Period"), subject to the provisions of Section 2.3. (b) if Prepare and file with the Company consolidates or merges with or into any Person in a transaction that constitutes a MakeSEC such pre-Whole Fundamental Change effective and post- effective amendments and supplements to such Registration Statement and the Company Common Stock isprospectus used in connection with such Registration Statement as may be necessary to cause the Registration Statement to become effective, in whole to keep the Registration Statement continuously effective during the Registration Period and not misleading, and as may otherwise be required or in partapplicable under, converted into or exchanged for and to comply with the provisions of, the Securities Act with respect to the disposition of all securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and covered by such Registration Statement during the shares of Company Common Stock are delisted from NasdaqRegistration Period. (c) From Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, and after each amendment or supplement thereto, in conformity with the date hereof until requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. (d) Use its best efforts to register and qualify the securities covered by such Registration Termination DateStatement under such other securities or Blue Sky laws of such jurisdictions as shall be necessary to permit the sale of the Registrable Securities, provided that the Company shall use its reasonable efforts not be required in connection therewith or as a condition thereto to maintain eligibility qualify to do business or subject itself to taxation or to file a general consent to service of process in any such jurisdictions. (e) Notify promptly the Holders of Registrable Securities to be able sold, (and in the case of (i)(A) in no event less than two business days prior to file such filing) and use (if requested by any such person) confirm such notice in writing, (i)(A) when a prospectus or any prospectus supplement or post-effective amendment is proposed to be filed, and, (B) with respect to a Registration Statement on Form S-3 or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (v) of the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (f) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of, any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any successor form thereto). Notwithstanding anything herein to of the contraryRegistrable Securities for sale in any jurisdiction, during at the earliest practicable moment. (g) If requested by the holders of a majority of the Registrable Securities being sold in connection with such period offering, (i) promptly incorporate in a prospectus supplement or post-effective amendment such information as the holders reasonably request should be included therein regarding such holders or the plan of time from distribution of the Registrable Securities, and (ii) make all required filings of the prospectus supplement or such post-effective amendment as soon as practicable after the Registration Date Company has received notification of such matters to be incorporated in such prospectus supplement or post-effective amendment: provided, however, that the Company ceases shall not be required to take any action pursuant to this Section 2.1(g) that would, in the opinion of outside counsel for the Company, violate applicable law. (h) Upon the occurrence of any event contemplated by Section 2.1(e)(v), as promptly as practicable, prepare a supplement or amendment, including a post-effective amendment, to each Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be eligible incorporated therein by reference, and file any other required document so that, as thereafter delivered, such prospectus will not contain an untrue statement of a material fact or omit to file state a material fact required to be stated therein or use a Registration Statement on Form S-3 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use i) Use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable best efforts to cause all Registrable Securities relating to such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; providedlisted on each securities exchange or automated quotation system, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered if any, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of which similar securities issued by the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceare then listed.

Registration Statement. (a) As soon Subject to the receipt of necessary information from the Investors and the Agent, including the information requested in the Registration Statement Questionnaire, as practicable after the date hereof (promptly as possible, and in no any event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective on or otherwise become effective pursuant prior to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Filing Date, the Company shall prepare and file a supplemental listing application with the Nasdaq SEC a Registration Statement covering the resale of all Registrable Securities for an offering to list be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities covered on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Exchange Act) and shall contain (except if otherwise requested by the Initial SEC) the “Plan of Distribution” in substantially the form attached hereto as Exhibit C. (b) Subject to the receipt of necessary information from the Investors and the Agent, including the information requested in the Registration Statement and Questionnaire, the Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on cause the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise by the SEC as promptly as possible after the filing thereof, but in any event prior to become effective under the Securities Act Required Effectiveness Date, and will shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which that all Registrable Securities covered by the such Registration Statement have been sold thereunder or can be sold publicly under Rule 144 without any volume, manner of sale or other restrictions (the “Effectiveness Period”); provided that, upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement within five (5) Trading Days after receipt of such notice and request that it become effective on 4:00 p.m. Boston time on the Effective Date and file a prospectus supplement for any Registration Statement, if required under Rule 424 (or otherwise), by 9:00 a.m. Boston time the day after the Effective Date. (c) Notwithstanding anything in accordance with this Agreement to the plan contrary, after 60 consecutive Trading Days of continuous effectiveness of the initial Registration Statement filed and method declared effective pursuant to this Agreement, the Company may, by written notice to the Investors and the Agent, suspend sales under a Registration Statement after the Effective Date thereof and/or require that the Investors and the Agent immediately cease the sale of distribution disclosed shares of Common Stock pursuant thereto and/or defer the filing of any subsequent Registration Statement if (i) the Company is engaged in a merger, acquisition or sale and the Board of Directors of the Company determines in good faith, by appropriate resolutions, that, as a result of such activity, (A) it would be materially detrimental to the Company (other than as relating solely to the price of the Common Stock) to maintain a Registration Statement at such time or (B) it is in the prospectus best interests of the Company to suspend sales under such registration at such time, (ii) requested by the SEC or any other federal or state governmental authority during the Effectiveness Period of the Registration Statement for amendments or supplements to a Registration Statement or related Prospectus or for additional information; (iii) the SEC or any other federal or state governmental authority issued any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iv) the Company receives any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) the Company elected to delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith judgment of the Board of Directors of the Company, in the best interest of the Company; or (vi) any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Upon receipt of such notice, each Investor and the Agent shall immediately discontinue any sales of Registrable Securities pursuant to such registration until such Investor and the Agent are advised in writing by the Company that the current Prospectus or amended Prospectus, as applicable, may be used. In no event, however, shall this right be exercised to suspend sales beyond the period during which (in the good faith determination of the Company’s Board of Directors) the failure to require such suspension would be materially detrimental to the Company. The Company’s rights under this Section 6.1(c) may be exercised for a period of no more than 20 Trading Days at a time and not more than three times in any twelve-month period. Immediately after the end of any suspension period under this Section 6.1(c), the Company shall take all necessary actions (including filing any required supplemental prospectus) to restore the effectiveness of the applicable Registration Statement and the ability of the Investors and the Agent to publicly resell their Registrable Securities pursuant to such effective Registration Statement. (d) Notwithstanding the other provisions of this Agreement, if at any time the SEC takes the position that some or all of the Registrable Securities may not be included in the Registration Statement because (i) the inclusion of such Registrable Securities violates the provisions of Rule 415 as a result of the number of shares included in such Registration Statement, (ii) there otherwise cease to be any the Registrable Securities and cannot be sold as an “at the market offering,” and/or (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts Warrant Shares may not be registered prior to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities exercise of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall Warrants and/or many not be required to cover Registrable Securities to be offered sold on a delayed or continuous basis under Rule 415, the Company shall (A) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares") and/or (B) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions"). Any cut-back imposed pursuant to Rule 415 under this Section 6.1(d) shall be allocated among the Securities ActInvestors and the Agent on a pro rata basis and shall be allocated first to any Warrant Shares. The obligations From and after such time as the Company is able to effect the registration of the Company under Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date") all of the provisions of this Section 2(c6.1(d) shall not impact again be applicable to the obligations of Cut Back Shares; provided, however, that for such purposes the Company under Section 2(a) which Filing Date shall continue be deemed to be in forcethe Restriction Termination Date.

Registration Statement. (a) As soon as practicable At any time after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective delivery of Common Shares pursuant to the Securities Act (the “Registration Date”Section 2(a) hereof, within 30 days of delivery of a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Datewritten request by Greybrook, the Company shall prepare and file a supplemental listing application with the Nasdaq U.S. Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) covering the resale of all Common Shares issued to list Greybrook in payment of the Advisory Fee (the “Registrable Securities”) for an offering to be made on a continuous basis pursuant to Rule 415, promulgated by the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register the Registrable Securities covered for resale on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that allows the Company to incorporate by reference its periodic filings required under the Initial Registration Statement and Exchange Act). The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its commercially reasonable efforts to cause such the Registration Statement to be declared effective or otherwise to become effective under by the Securities Act SEC as promptly as possible after the filing thereof and will shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until (including, without limitation, by preparing and filing with the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (SEC any necessary or a successor formadvisable post-effective amendments) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (iA) the date on which that all of the Registrable Securities covered by the Registration Statement have been sold thereunder or otherwise disposed of by Greybrook to a non-affiliate of Greybrook and (B) the date that is 180 days after the effective date of the Registration Statement (subject to extension for each day that the distribution of Registrable Securities covered by the Registration Statement has been suspended in accordance with herewith); provided that, upon notification by the plan and method of distribution disclosed in the prospectus included in SEC that the Registration Statement, (ii) there otherwise cease Statement will not be reviewed or is no longer subject to be any Registrable Securities further review and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Datecomments, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a request acceleration of the Registration Statement on Form S-3 (within five trading days following receipt of such notice. For greater certainty, the Registrable Securities shall include any securities issued or issuable upon any successor form thereto). Notwithstanding anything herein stock split, dividend or other distribution, recapitalization or similar event with respect to the contrary, during such period Common Shares issued to Greybrook in payment of time from the Advisory Fee. In connection with the offer and after sale of the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company parties hereto shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under comply, in all material respects, with the provisions of the Securities Act covering and the Registrable Securities Exchange Act, and all applicable rules and regulations of the requesting party or parties, as applicableSEC promulgated thereunder, and use reasonable efforts Greybrook agrees to cause provide all such Registration Statement to be declared effective pursuant to the Securities Act information and materials and take all such actions as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not may be required in order to cover Registrable Securities permit the Company to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations comply therewith and obtain any desired acceleration of the Company under this Section 2(c) shall not impact the obligations effective date of the Company under Section 2(a) which shall continue to be in forceRegistration Statement.

Registration Statement. (a) As soon as practicable after The Company shall prepare and file with the Commission a registration statement relating to the resale of the Warrant Shares by the holders of the Warrants under the Securities Act on or before the 20th calendar day following the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC“Filing Date”), the Company will prepare and shall file and use reasonable efforts to cause to be declared effective a registration statement on Form S-3 (or otherwise become effective pursuant to other appropriate form if the Securities Act Company is not then S-3 eligible) providing for the resale of the Warrant Shares by the holders of the Warrants (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Resale Registration Statement”). By The Company shall use best efforts to cause the Resale Registration Statement to become effective within 60 calendar days following the date hereof (or, in the event of a “full review” by the Commission, the 90th calendar day following the date hereof hereof) (the “Effectiveness Date”) and to keep the Resale Registration Statement effective at all times until no holder of the Warrants owns any Warrants or Warrant Shares. In the event that the Resale Registration Statement is not (i) filed by the Filing Date or (ii) declared effective by the Commission by the Effectiveness Date, then, in addition to any other rights the holders of Warrants may have hereunder or under applicable law, on the Filing Date or the Effectiveness Date (each such date being referred to herein as an “Event Date”) and on each monthly anniversary of such Event Date (if the Resale Registration Statement shall not have been filed or declared effective by the applicable Event Date) until the Resale Registration Statement is filed or declared effective, the Company shall prepare pay to each holder of Warrants an amount in cash, as partial liquidated damages and file not as a supplemental listing application with penalty, equal to the Nasdaq to list the Registrable Securities covered product of 1.0% multiplied by the Initial Registration Statement and shall use its reasonable best efforts aggregate exercise price of the Warrants held by each holder of the Warrants. If the Company fails to have such Registrable Securities approved for listing on pay any partial liquidated damages pursuant to this Section in full within seven days after the Nasdaq, subject only to official notice of issuance. In additiondate payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the holders of the Warrants, accruing daily from time the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to time use reasonable efforts the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the Resale Registration Statement being filed or declared effective, as the case may be. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date, or (ii) the Company fails to file such additional with the Commission a request for acceleration of a Registration Statements to cover resales of any Registrable Securities that are not registered for resale Statement in accordance with Rule 461 promulgated by the Commission pursuant to a the Initial Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and will use its reasonable efforts otherwise respond in writing to cause comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective or otherwise to become effective under by the Securities Act and will use its reasonable efforts to keep Commission by the Effectiveness Date of the Registration Statement (provided that, if the Registration Statement does not allow for the resale of Registrable Securities at prevailing market prices (i.e., only allows for fixed price sales), the Company shall have been deemed to have not satisfied this clause) or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective under as to all Registrable Securities included in such Registration Statement, or the Securities Act at all times until Holders are otherwise not permitted to utilize the Registration Termination Date. Any Registration Statement filed pursuant Prospectus therein to this Section 2 shall cover only resell such Registrable Securities, shall for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be on Form S-3 consecutive calendar days) during any 12-month period (any such failure or a successor formbreach being referred to as an “Event”, and for purposes of clauses (i) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3iv), the Company will use its reasonable efforts to keep the initial Registration Statement date on which such Event occurs, and for purpose of clause (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (iii) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan such five (5) Trading Day period is exceeded, and method for purpose of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (capplicable Event shall not have been cured by such date) From and after the date hereof until the Registration Termination Dateapplicable Event is cured, the Company shall use its reasonable efforts pay to maintain eligibility to be able to file each Holder an amount in cash, as partial liquidated damages and use not as a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein penalty, equal to the contrary, during product of 2.0% multiplied by the aggregate Subscription Amount paid by such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective Holder pursuant to the Securities Act as soon as reasonably practicable after filing thereofPurchase Agreement. Each such written request must specify If the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required Company fails to be filed pay any partial liquidated damages pursuant to this Section 2(c) shall not be required to cover Registrable Securities in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be offered paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a delayed or continuous daily pro rata basis pursuant for any portion of a month prior to Rule 415 under the Securities Act. The obligations cure of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forcean Event.

Registration Statement. ​ (a) As soon First Foundation agrees to prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by First Foundation with the SEC as promptly as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed connection with the SEC), issuance of the shares of First Foundation Common Stock to the Company will shareholders as the Merger Consideration in the Merger (including the joint proxy statement for the First Foundation Meeting and the Company Meeting and prospectus and other proxy solicitation materials of First Foundation and the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). The Company shall prepare and file furnish such information relating to it, its Subsidiaries and their respective directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and the Company, and its legal, financial and accounting advisors, shall have the right to review in advance and comment on such Registration Statement prior to its filing and on any amendments or supplements thereto and any written communications with the SEC in connection therewith. The Company agrees to cooperate with First Foundation and First Foundation’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement/Prospectus. Each of the Company and First Foundation agrees to use its commercially reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. First Foundation also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or otherwise “Blue Sky” permits and approvals required to become carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act Act, the Company and will use its reasonable efforts First Foundation shall promptly mail at each party’s own expense the Proxy Statement/Prospectus to keep all of their respective shareholders. ​ (b) Each of the Company and First Foundation agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement continuously shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act Act, 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 (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto shall, at all times until the Registration Termination Date. Any Registration Statement filed pursuant date(s) of mailing to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor formthe Company’s and First Foundation’s respective shareholders and at the time(s) if of the Company is eligible Meeting and the First Foundation Meeting, contain any untrue statement of a material fact or omit to use such form and shall state any material fact required to be an automatically effective Registration Statement if stated therein or necessary to make the statements therein not misleading. Each of the Company is a WKSI. (b) Subject and First Foundation further agrees that if such party shall become aware prior to the provisions date of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier effectiveness of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with of any information furnished by such party that would cause any of the plan and method of distribution disclosed in the prospectus included statements in the Registration Statement or the Proxy Statement, (ii) there otherwise cease /Prospectus to be false or misleading with respect to any Registrable Securities material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other parties thereof and (iii) if to take the Company consolidates necessary steps to correct the Registration Statement or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq.Proxy Statement/Prospectus. ​ (c) From and First Foundation agrees to advise the Company promptly in writing after First Foundation receives notice thereof, of the date hereof until time when the Registration Termination DateStatement has become effective or any supplement or amendment has been filed, of the Company shall use its reasonable efforts issuance of any stop order or the suspension of the qualification of First Foundation Common Stock for offering or sale in any jurisdiction, of the initiation or, to maintain eligibility to be able to file and use a the extent First Foundation is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement on Form S-3 (or any successor form thereto)for additional information. Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.​ ​ ​

Registration Statement. (a) As soon promptly as practicable after the date hereof (and execution of this Agreement, Associated, in no event later than the date that the definitive Proxy Statement has been filed cooperation with the SEC)Company, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application registration statement on Form S-4 (the registration statement together with the Nasdaq amendments thereto are defined as the “Registration Statement” and the prospectus and proxy materials contained therein are defined as the “Proxy Statement/Prospectus”) with the SEC covering the Associated Common Stock to list be issued in the Registrable Securities covered by Merger (subject to the Initial Registration Statement immediately following sentence) and relating to the submission of the Merger to the shareholders of the Company for their approval, and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its all reasonable efforts to cause such the Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Dateas soon thereafter as practicable. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able Associated does not undertake to file and use a Registration Statement on post-effective amendments to Form S-3 (S-4 or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under separate registration statement to register the Securities Act covering the Registrable Securities sale of Associated Common Stock by affiliates of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis Company pursuant to Rule 415 145 promulgated under the Securities Act. The obligations Company will furnish to Associated all information concerning the Company and the Subsidiaries required to be set forth in the Registration Statement, and Associated will provide the Company and its counsel the opportunity to review and approve such information as set forth in the Registration Statement and Proxy Statement/Prospectus. Associated shall include in the Registration Statement and the Proxy Statement/Prospectus all information concerning Associated and the Associated Subsidiaries required to be set forth therein and will provide the Company and its counsel the opportunity to review and approve such information. Associated and the Company will each render to the other its full cooperation in preparing, filing, prosecuting the filing of, and amending the Registration Statement such that it comports at all times with the requirements of the Securities Act and the Exchange Act. Specifically, but without limitation, each will promptly advise the other if at any time before the Effective Time any information provided by it for inclusion in the Registration Statement appears to have been, or shall have become, incorrect or incomplete and will furnish the information necessary to correct such incorrect or incomplete information. As promptly as practicable after receipt of applicable regulatory approvals (although such mailing may occur prior to expiration of any post-approval waiting period) and the effectiveness of the Registration Statement, the Company will mail to its shareholders (a) a notice of the Meeting and the Proxy Statement/Prospectus, and (b) as promptly as practicable after approval thereof by Associated, such other supplementary proxy materials as may be necessary to make the Proxy Statement/Prospectus comply with the requirements of the Securities Act and the Exchange Act. Except as provided above and except with the prior written consent of Associated, the Company will not mail or otherwise furnish or publish to shareholders of the Company any proxy solicitation material or other material relating to the Merger that constitutes a “prospectus” within the meaning of the Securities Act. Associated shall also take any reasonable action required to be taken under any applicable Blue Sky Laws in connection with the issuance of the shares of Associated Common Stock to be issued as set forth in this Section 2(c) Agreement and the Company and the Company Subsidiaries shall not impact furnish all information concerning the obligations Company and the Company Subsidiaries, and the holders of the Company under Section 2(a) which shall continue to be Common Stock and other assistance as Associated may reasonably request in forceconnection with such action.

Registration Statement. (a) As soon promptly as practicable after the date hereof (possible, and in no any event later than on or prior to the date that the definitive Proxy Statement has been filed with the SEC)Initial Filing Date, the Company will shall prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to with the Securities Act (the “Registration Date”) SEC a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales covering the resale of all Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under 415. The 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 Securities Act and the Exchange Act) and shall contain (except if otherwise directed by the Investors or requested by the SEC) the “Plan of Distribution” in substantially the form attached hereto as Exhibit E and the “Selling Stockholders” in substantially the form attached hereto as Exhibit F. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the initial Registration Statement filed pursuant to this Section 6.1(a) (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare file additional Registration Statements (each an “Additional Registration Statement”), as promptly as possible, and file a supplemental listing application with in any event on or prior to the Nasdaq Additional Filing Date, successively trying to list register on each such Additional Registration Statement the maximum number of remaining Registrable Securities until all of the Registrable Securities covered by have been registered with the Initial Registration Statement and SEC. (b) The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its commercially reasonable efforts to cause such each Registration Statement to be declared effective or otherwise by the SEC as promptly as possible after the filing thereof, but in any event prior to become effective under the Securities Act applicable Required Effectiveness Date, and will shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which that all Registrable Securities covered by the such Registration Statement have been sold thereunder or can be sold publicly without restriction or limitation under Rule 144 (including, without limitation, the requirement to be in accordance compliance with Rule 144(c)(1)) (the plan “Effectiveness Period”); provided that, upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and method comments, the Company shall request acceleration of distribution disclosed in such Registration Statement within three (3) Trading Days after receipt of such notice and request that it becomes effective on 4:00 p.m. New York City time on the Effective ▇▇▇▇ and file a prospectus included in the supplement for any Registration Statement, whether or not required under Rule 424 (ii) there otherwise cease to be any Registrable Securities and (iii) if or otherwise), by 9:00 a.m. New York City time the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and day after the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqEffective Date. (c) From The Company shall notify the Investors in writing promptly (and in any event within two Trading Days) after receiving notification from the date hereof SEC that a Registration Statement has been declared effective. (d) Should an Event (as defined below) occur, then upon the occurrence of such Event, and on every monthly anniversary thereof until the Registration Termination Dateapplicable Event is cured, the Company shall use its reasonable efforts pay to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or partieseach Investor an amount in cash, as applicable, liquidated damages and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.not

Registration Statement. Within One Hundred Eighty (a180) As soon as practicable days after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Datehereof, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to Commission a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, registration statement (which shall be on Form S-3 (or a successor form) if unless the Company is not then eligible to use Form S-3 to register the Warrant Shares) for the registration under the Securities Act of the Warrant Shares (the “Additional Registration Statement”), and it shall take such form and reasonable action as is necessary to qualify for sale, in those states in which the Warrant was initially offered by the Company, the Warrant Shares, provided, however, that no such qualification shall be an automatically effective Registration Statement if the Company is required in any jurisdiction where, as a WKSI. (b) Subject to the provisions of Section 3result thereof, the Company will would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to keep cause the initial Additional Registration Statement (or any replacement Registration Statement) continuously to become effective as promptly as practicable and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder expiration of this Warrant in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, its terms or (ii) there otherwise cease the time this Warrant is no longer outstanding. No Holder shall be named as an “underwriter” in such Additional Registration Statement without the Holder’s consent. The Company shall take all commercially reasonable action to be any Registrable Securities and (iii) if include the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and Warrant Shares for listing on an Eligible Market. Notwithstanding the Company Common Stock is, in whole or in part, converted into or exchanged for securities provisions of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Datethis Section 8, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable file or maintain the effectiveness of an Additional Registration Statement in the event that the Company delivers to the Collateral Agent and the Holder an opinion (in form and substance reasonably satisfactory to the Collateral Agent and the Holder) of outside counsel to the Company reasonably satisfactory to the Collateral Agent to the effect that the issuance of the Warrant Shares to the Holder is exempt from the registration requirements of the Securities to Act and may be offered on a delayed or continuous basis pursuant to Rule 415 freely resold by the Holder if it is not an affiliate at the time of exercise without further registration under the Securities ActAct pursuant to a cashless exercise effected pursuant to the terms of this Warrant (the “Opinion of Counsel”). The obligations of In the event that the Company under (i) determines that it does not wish to file and maintain the effectiveness of an Additional Registration Statement in compliance with the terms of this Section 2(cparagraph, (ii) shall not impact elects instead to permit the obligations Holder of this Warrant to effect a cashless exercise of this Warrant pursuant to the terms of this Warrant, and (iii) delivers the Opinion of Counsel, no later than four (4) Business Days after the delivery of such Opinion of Counsel, the Company under shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Warrant Shares may be issued to and freely resold by the Holder upon the exercise of this Warrant. Any exercise of this Warrant after the issuance of such press release shall only be effected by cashless exercise as provided in Section 2(a1(d) which shall continue to be in forceabove.

Registration Statement. (a) As The Company shall, as soon as practicable after the date hereof (and consummation of the Merger, but in no any event later than within 90 days after the date that consummation of the definitive Proxy Merger, file a Registration Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to under the Securities Act (to permit the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales public resale of all the Registrable Securities held by the Holders from time to be made on a delayed or continuous basis pursuant to time as permitted by Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered or any successor or similar provision adopted by the Initial Registration Statement Commission then in effect) on the terms and conditions specified in this Section 3(a) and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in any event no later than the fifth Business Day after the date the Company is notified (orally or otherwise in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to become effective further review. The Registration Statement filed with the Commission pursuant to this Section 3(a) shall be on Form F-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act and will (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. If the initial Registration Statement (the “Initial Shelf”) filed by the Company pursuant to this Section 3(a) is on Form F-1, upon the Company becoming eligible to register the Registrable Securities for resale by the Holders on Form F-3, the Company shall use its reasonable best efforts to keep amend the Initial Shelf to a Registration Statement continuously on Form F-3 or file a Registration Statement on Form F-3 in substitution of the Initial Shelf (the “Replacement F-3 Shelf”) and cause the Replacement F-3 Shelf to be declared effective under the Securities Act at all times until the Registration Termination Dateas soon as practicable thereafter. Any A Registration Statement filed pursuant to this Section 2 3(a) shall cover only Registrable Securitiesprovide for the resale pursuant to any method or combination of methods legally available to, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3requested by, the Company will use its reasonable efforts Holders, subject to keep any requirements under the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change Act and the Company Common Stock is, related rules and regulations to provide a supplement in whole or in part, converted into or exchanged for securities connection with certain types of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the offerings. The Company shall use its reasonable best efforts to maintain eligibility to be able to file and use cause a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c3(a) to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another registration statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this Section 3(a), but in any event within three Business Days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this Section 3(a) (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and to the extent applicable, the Exchange Act, and will not be contain an untrue statement of a material fact or omit to state a material fact required to cover Registrable Securities be stated therein or necessary to be offered on a delayed or continuous basis pursuant to Rule 415 under make the Securities Act. The obligations statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the Company circumstances under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forcesuch statement is made).

Registration Statement. Parent shall prepare, pay, and file or cause to be prepared and filed with the U.S. Securities and Exchange Commission (athe “Commission”) As as soon as practicable after the date hereof (and but in no event later than 45 calendar days after the date that the definitive Proxy Statement has been filed with the SEC)execution of this Second Amendment, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to for an existing Registration Statement in order to provide for resales of Registrable Securities offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act of 1933, as amended (the “Initial Securities Act”), registering the resale from time to time by the holders of the Registrable Securities of all Registrable Securities then held by such holders (the “Resale Shelf Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial The Resale Shelf Registration Statement and shall use its reasonable best efforts to have be on Form S-3 or another appropriate form permitting Registration of such Registrable Securities approved for listing resale by such holders, or, if Parent is ineligible to use a Form S-3, on Form S-1. Failure to file a Registration Statement within 45 calendar days after the Nasdaqexecution of this Second Amendment shall constitute an event of default. The Parent shall have an additional 45 calendar days to cure such default. If the Registration Statement has not been filed after the cure period, subject only Parent shall pay to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a $750 per day until the Initial Registration Statement and will has been filed. Parent shall use its commercially reasonable efforts to cause such the Resale Shelf Registration Statement to be declared effective or otherwise to become effective under the Securities Act as soon as possible after filing, and will use its reasonable efforts once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the first anniversary of the date on of filing “Form 10 information” (as defined in Rule 144 of the Securities Act) reflecting the consummation of the transactions contemplated by this Second Amendment or (ii) the date of which all of the Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease pursuant to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor form theretorule promulgated thereafter by the Commission)). Notwithstanding anything herein to For purposes of this section, “Registration Statement” means a registration statement filed by the contrary, during such period of time from and after Parent with the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement only securities proposed to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofissued in exchange for securities or assets of another entity). Each such written request must specify the amount and intended manner of disposition of such “Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force” mean Closing Parent Shares and First Anniversary Parent Shares.

Registration Statement. (a) As soon promptly as practicable after the date hereof (possible, and in no any event later than the date that the definitive Proxy Statement has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause to be declared effective on or otherwise become effective pursuant prior to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Filing Date, the Company shall prepare and file a supplemental listing application with the Nasdaq SEC a Registration Statement covering the resale of all Registrable Securities for an offering to list be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form F-3 (except if the Company is not then eligible to register for resale the Registrable Securities covered on Form F-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Exchange Act) and shall contain (except if otherwise directed by the Initial Registration Statement and Investor or requested by the SEC) a “Plan of Distribution” in substantially the form attached hereto as Exhibit C. (b) The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its commercially reasonable efforts to cause such the Registration Statement to be declared effective or otherwise by the SEC as promptly as possible after the filing thereof, but in any event prior to become effective under the Securities Act Required Effectiveness Date, and will shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which that all Registrable Securities covered by the such Registration Statement have been sold thereunder in accordance with or can be sold publicly under Rule 144(k) (the plan “Effectiveness Period”); provided, that upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and method of distribution disclosed comments, provided that in the opinion of Company Counsel no pre-effective amendment is required under the Securities Act, the Company shall request that the effectiveness of the Registration Statement be accelerated to no later than 4:00 p.m. Eastern Time on the fifth Trading Day after the Company’s receipt of such notification and file a prospectus included in the supplement for any Registration Statement, whether or not required under Rule 424 (iior otherwise), by 9:00 a.m. Eastern time within three (3) there otherwise cease to be any Registrable Securities and (iii) if Business Days after the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqEffective Date. (c) From The Company shall notify the Investor in writing promptly (and in any event within two (2) Trading Days) after receiving notification from the date hereof SEC that the Registration Statement has been declared effective. (d) Should an Event (as defined below) occur, then upon the occurrence of such Event, and on every monthly anniversary thereof until the Registration Termination Dateapplicable Event is cured, the Company shall use its reasonable efforts pay to maintain eligibility the Investor entitled to be able to file and use a included in the Registration Statement on Form S-3 an amount in cash, as liquidated damages and not as a penalty, equal to one percent (or any successor form thereto). Notwithstanding anything herein to 1.0%) of (i) the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders number of Registrable SecuritiesSecurities held by the Investor as of the date of such Event, multiplied by (ii) the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under purchase price paid by the Securities Act covering the Investor for such Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securitiesthen held; provided, however, that the minimum total amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed payments pursuant to this Section 2(c6.1(d) shall not exceed, when aggregated with all such payments paid to the Investor, ten percent (10%) of the aggregate purchase price. The payments to which the Investor shall be required entitled pursuant to cover Registrable Securities this Section 6.1(d) are referred to be offered herein as “Event Payments.” Any Event Payments payable pursuant to the terms hereof shall apply on a delayed or continuous pro rated basis for any portion of a month prior to the cure of an Event. All pro rated calculations made pursuant to Rule 415 under this paragraph shall be based upon the Securities Actactual number of days in such pro rated month. The obligations For such purposes, each of the Company under this Section 2(c) following shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.constitute an “Event”:

Registration Statement. (a) As soon The Company will use reasonable efforts to prepare and, as promptly as reasonably practicable and in any event no later than 60 days after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)Closing Date, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (subject to the “Initial availability of a Registration Statement on Form S-3 or any successor form thereto), which Registration Statement will (except to the extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”). By the Registration Date, the Company shall prepare and file ) include such plan of distribution reasonably requested by a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuancePurchaser. In addition, the Company will from time to time time, after the initial Registration Statement has been declared effective, use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 35.02 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier earliest of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and use reasonable efforts to file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement continuously available. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000100,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c5.01(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c5.01(c) shall not impact the obligations of the Company under Section 2(a5.01(a) which shall continue to be in force. When the Company regains the ability to file a Registration Statement on Form S-3 covering the Registrable Securities it shall use reasonable efforts to do so as promptly as practicable in accordance with Section 5.01(a).

Registration Statement. (a) As soon promptly as practicable after the date hereof (and of this Agreement, but in no any event not later than 30 days following the date that the definitive Proxy Statement has been Closing Date, Buyer will prepare and cause to be filed with the SEC a Registration Statement on Form S-3 to register a number of shares of Buyer Common Stock equal to $4,500,000 divided by the Buyer Common Stock Price (the "Form S-3 Registration Statement"). The Form S-3 Registration Statement will comply with the rules and regulations promulgated by the SEC), . Buyer will respond promptly to any comments of the Company SEC or its staff with respect to the Form S-3 Registration Statement. Buyer will prepare and file and use its commercially reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Form S-3 Registration Statement to be declared effective or otherwise to become effective under the Securities Act as promptly as possible after it is filed with the SEC. Buyer will advise Shareholder, promptly after it receives notice thereof, of the time when the Form S-3 Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order or any request by the SEC for amendment of the Form S-3 Registration Statement or comments thereon or responses thereto. Buyer will promptly file, and will if required use its commercially reasonable efforts to keep cause to become effective as promptly as possible, any supplement or amendment to the Form S-3 Registration Statement continuously effective under that becomes necessary after the date the Form S-3 Registration Statement is declared effective. All documents filed by the Buyer with the SEC in connection with the transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements of the Securities Act at all times until Act. Once the Registration Termination Date. Any Form S-3 Registration Statement filed pursuant has been declared effective by the SEC, Buyer will promptly request of its counsel a legal opinion that the restrictive legend can be removed from all shares of Buyer Common Stock to this Section 2 shall cover only Registrable Securities, shall be on which the Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if applies, and provide such legal opinion to Shareholder upon receipt of such legal opinion from Buyer's counsel, provided Shareholder delivers a customary representation letter to Buyer's counsel regarding those matters required under applicable securities laws, upon which such counsel will rely in delivering its legal opinion. Shareholder agrees that it shall transfer the Company is a WKSIshares of Buyer Common Stock to be registered on the Form S-3 Registration Statement in compliance with all applicable securities laws, including but not limited to compliance with the prospectus delivery requirements in connection with any sale of shares of Buyer Common Stock registered on the Form S-3 Registration Statement. (b) Subject Buyer's obligation to file a registration statement shall, in all cases, be subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): following provisions: (i) the date on which Shareholder shall have agreed to furnish any and all Registrable Securities covered agreements, consents and representations required of it by the Registration Statement have been sold thereunder SEC in accordance connection with the plan and method filing or which are a condition of distribution disclosed in having the prospectus included in the Registration Statement, subject registration statement declared effective. (ii) there otherwise cease to be any Registrable Securities and (iii) if Buyer shall have received all information reasonably requested in writing by Buyer from Shareholder that is necessary for the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and filing of the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaqregistration statement. (c) From As to shares of Buyer Common Stock which form a part of the Merger Consideration and after which are not covered by the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period provisions of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form theretosubsection 7.3(a), upon reasonable request by Shareholder following the written request Closing, Buyer will agree to remove the restrictive legend that appears on the shares of any holder or holders Buyer Common Stock issued to Shareholder under this Agreement, provided Shareholder delivers an opinion of Registrable Securities, the Company shall use its reasonable efforts counsel reasonably satisfactory to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition Buyer that registration of such Registrable Securities; provided, that the minimum amount of shares under all applicable securities laws is not required and such Registrable Securities shall shares may be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to sold in reliance upon Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force144.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)execution of this Agreement, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company FLAG shall prepare and file a supplemental listing application the Registration Statement with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement SEC, and shall use its reasonable best efforts to have such Registrable Securities approved for listing on cause the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities 1933 Act and will use its reasonable efforts take any action required to keep be taken under the applicable state Blue Sky or Securities Laws in connection with the issuance of the shares of FLAG Common Stock to the shareholders of THOMASTON FEDERAL upon consummation of the Merger. No filing of, or amendment or supplement to, the Registration Statement continuously will be made by FLAG without providing THOMASTON FEDERAL the opportunity to review and comment thereon. FLAG will advise THOMASTON FEDERAL promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of FLAG Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment to the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. THOMASTON FEDERAL shall cooperate in the preparation and filing of the Registration Statement and shall furnish all information concerning it and the holders of its capital stock as FLAG may reasonably request in connection with such action. FLAG and THOMASTON FEDERAL shall make all necessary filings with respect to the Merger under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSILaws. (b) Subject FLAG will indemnify and hold harmless THOMASTON FEDERAL its directors, officers and other persons, if any, who control THOMASTON FEDERAL within the meaning of the Securities Act from and against (including, without limitation, advance, prior to final disposition of the provisions of Section 3matter, the Company will use its reasonable efforts expenses of defending) any losses, claims, damages, liabilities or judgments, joint or several, to keep the initial Registration Statement which they or any of them may become subject, insofar as such losses, claims, damages, liabilities, or judgments (or any replacement Registration Statementactions in respect thereof) continuously effective until the earlier arise out of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method or are based upon an untrue statement or alleged untrue statement of distribution disclosed in the prospectus included a material fact contained in the Registration Statement, (ii) there otherwise cease or in any amendment or supplement thereto, or in any state application for qualification, permit, exemption or registration as a broker/dealer, or in 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 stated therein or necessary to make the statements therein not misleading, and will advance expenses to or reimburse each such person for any Registrable Securities and (iii) if legal or other expenses reasonably incurred by such person in connection with investigating or defending any such action or claim to the Company consolidates or merges with or into any Person in a transaction maximum extent permitted by the GBCC; provided, however, that constitutes a Make-Whole Fundamental Change and the Company Common Stock isFLAG shall not be liable, in whole any such case, to the extent that any such loss, claim, damage, liability, or judgment (or action in respect thereof) arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, or any such amendment or supplement thereto, or in partany such state application, converted into or exchanged in any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to FLAG by or on behalf of either THOMASTON FEDERAL or any officer, director or affiliate of THOMASTON FEDERAL specifically for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaquse therein. (c) From and Promptly after receipt by an indemnified party under subparagraph (b) above of notice of the date hereof until the Registration Termination Datecommencement of any action, the Company shall use its reasonable efforts to maintain eligibility such indemnified party shall, if a claim in respect thereof is to be able made against FLAG under such subparagraph, notify FLAG in writing of the commencement thereof. In case any such action shall be brought against any indemnified party and it shall notify FLAG of the commencement thereof, FLAG shall be entitled to file and use a Registration Statement on Form S-3 (participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from FLAG to such indemnified party of its election so to assume the defense thereof, FLAG shall not be liable to such indemnified party under such subparagraph for any legal expenses of other counsel or any successor form thereto). Notwithstanding anything herein to the contrary, during other expenses subsequently incurred by such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securitiesindemnified party; provided, however, if FLAG elects not to assume such defense or if counsel for the indemnified party advises FLAG in writing that there are material substantive issues which raise conflicts of interest between FLAG or THOMASTON FEDERAL and the minimum amount indemnified party, such indemnified party may retain counsel satisfactory to it and FLAG shall pay all reasonable fees and expenses of such Registrable Securities shall be $75,000,000counsel for the indemnified party promptly as statements therefor are received. Any Registration Statement required to be filed pursuant to this Section 2(c) Notwithstanding the foregoing, FLAG shall not be required obligated to cover Registrable Securities pay the fees and expenses of more than one counsel for all parties indemnified by FLAG in respect of such claim unless, in the reasonable judgment of any such indemnified party, a conflict of interest exists between such indemnified party and any other of such indemnified parties in respect to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forcesuch claims.

Registration Statement. (a) As soon as practicable after Clariti, at no cost to Sellers, shall include all of the date hereof (and Clariti Common Stock Issued at Closing in no event later than the date that the definitive Proxy Statement certain registration statement that Clariti has been filed with the SEC), the Company will prepare and file and use reasonable efforts to cause commenced preparing to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 filed under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare after Closing and file a supplemental listing application with the Nasdaq Clariti hereby agrees to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement registration statement to be declared effective or otherwise to become by the SEC. In the event that such pending registration is not declared effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act within six (6) months of Closing, Sellers shall have a demand registration right which shall provide that Clariti shall register such shares of Clariti Common Stock Issued at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, Closing on a registration statement which shall be on Form S-3 declared effective by the SEC within one (or a successor form1) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIyear of Closing. (b) Subject If at any time, and from time to time, after the provisions date(s) on which the Clariti Common Stock Issued in Escrow is released from escrow to Sellers in accordance with the terms of Section 3the Escrow Agreement ("Released Stock"), Clariti proposes to register any of its securities under the Company Securities Act except with respect to registration statements on Forms S-4 or S-8 (or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock options or other employee plans), Clariti shall each time give prompt written notice to Sellers of its intention to do so and shall offer Sellers the right to request inclusion in the proposed registration of their shares of Released Stock. Any such Seller may, by written response delivered to Clariti within twenty (20) days after the delivery of such notice, request that all or a specified part of the Released Stock held by Seller be included in such registration. Clariti thereupon, at no cost to Sellers, will use its reasonable commercial efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus cause to be included in such registration statement all Released Stock which Clariti has been so requested to register by such Seller. In the Registration Statement, (ii) there otherwise cease event that any registration pursuant to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock isthis Section 5.10 shall be, in whole or in part, converted into or exchanged for securities an underwritten public offering of a different issuer and/or cash in a transaction that will constitute a Change in Control and the common stock of Clariti, the number of shares of Company Common Released Stock to be included in such an underwriting may be reduced pro rata among the requesting Sellers if and to the extent that the managing underwriter or underwriter shall be of the opinion (a written copy of which, if available, shall be delivered to Sellers) that such inclusion would materially adversely effect the marketing of the securities to be distributed by such underwriter under such registration statement; provided, however, that only to the extent permitted by other agreements of existing Clariti shareholders (in such case a copy of which shall be provided to Seller) if any shares are delisted from Nasdaqto be included in such an underwriting for the account of any Person other than Clariti or requesting Sellers of Released Stock, then any reduction in the number of shares of Released Stock to be included in such an underwriting shall be made pro rata among the requesting Sellers and all such Persons. Clariti shall have the right to abandon any registration it initiates under this Section 5.10. (c) From Whenever required to effect the registration of any Clariti Stock ("Registrable Securities") under this Agreement, Clariti shall: (i) Prepare and after file with the date hereof SEC a registration statement with respect to such Registrable Securities and use reasonable commercial efforts to keep such registration statement effective for up to ninety (90) days; provided, however, that, if Clariti qualifies to use Form S-3 and such registration shall be made by use of such form, Clariti shall keep such registration statement effective until the Registration Termination Dateearlier of (i) six (6) months have elapsed from the effective date of such registration statement or (ii) the date, in the Company shall use its reasonable efforts opinion of counsel to maintain eligibility Clariti, all the Registrable Securities proposed to be able to file and use sold thereunder may be sold in a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such three-month period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) without registration under the Securities Act covering pursuant to Rule 144 promulgated by the SEC, provided that this shall not apply once the shares can be sold under Rule 144 and that this can be delayed for ninety (90) days if disclosure of such transaction shall be adverse to the Company. (ii) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such 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 such registration statement. (iii) Furnish to the Sellers participating in the registration such number of copies of prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities of the requesting party or parties, as applicable, and use owned by them that are included in such registration. (iv) Use reasonable commercial efforts to cause register and qualify the securities covered by such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each registration statement under such written request must specify the amount and intended manner of disposition other securities or blue sky laws of such Registrable Securities; provided, that the minimum amount of such Registrable Securities jurisdictions as shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) reasonably requested by the Sellers, provided that Clariti shall not be required in connection therewith or as a condition thereto to cover Registrable Securities qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (v) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, which shall be reasonably satisfactory to Clariti with the managing underwriter(s) of such offering. (vi) Notify each Seller covered by such registration statement at any time when a prospectus relating thereto is required to be offered on a delayed or continuous basis pursuant to Rule 415 delivered under the Securities Act. The obligations Act of the Company under this Section 2(c) shall happening of any event as a result of which the prospectus included in such 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 impact misleading in the obligations light of the Company under Section 2(a) which shall continue to be in forcecircumstances then existing.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will shall use its reasonable best efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to with the Securities Act (the “Registration Date”) SEC a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales covering the resale of all Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act on or prior to the 30th day following the Closing (such date of actual filing, the “Initial Registration StatementFiling Date”). The Registration Statement shall be on Form S-3 (or on such other form appropriate for such purpose) and shall contain (except if otherwise directed by the Investors a “Plan of Distribution” substantially in the form attached hereto as Exhibit G. Each Investor will furnish to the Company, at the Closing, a completed Selling Shareholder Questionnaire and agrees to promptly update such questionnaire in order to make the information previously furnished to the Company such Purchaser not materially misleading and deliver such updated questionnaire to the Company. By 9:30 am Eastern time on the business day following the date on which the Registration DateStatement is declared effective by the SEC, the Company shall prepare and file a supplemental listing application with the Nasdaq SEC in accordance with Rule 424 under the Securities Act the final prospectus to list the Registrable Securities covered by the Initial be used in connection with sales pursuant to such Registration Statement and Statement. The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on cause the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective by the SEC on or otherwise prior to become effective under the Securities Act 90th day following the Closing or on the 120th day following the Closing in the event that the SEC has reviewed the Registration Statement (such date, the “Effectiveness Deadline”), and will shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions earliest of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the second anniversary of the effective date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease the date when all Registrable Securities are eligible for resale under Rule 144(k) of the Securities Act or (iii) the date when all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). The Company shall request effectiveness of the Registration Statement (and any post-effective amendments thereto) within five (5) business days following the Company’s receipt of notice from the SEC that the Registration Statement will not be reviewed by the SEC or that the SEC has completed its review of such Registration Statement and has no further comments. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Date (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined below) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of Common Shares) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) if the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section E(2)(d) are referred to herein as "Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company consolidates or merges with or into any Person fails to make Registration Delay Payments in a transaction that constitutes a Maketimely manner, such Registration Delay Payments shall bear interest at the rate of one and one-Whole Fundamental Change and the Company Common Stock is, half percent (1.5%) per month (prorated for partial months) until paid in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto)full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary, during such period in no event shall the aggregate amount of time from and after Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities control of the requesting party or partiesCompany) exceed, as applicablein the aggregate, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations 10% of the Company under this Section 2(c) shall not impact the obligations aggregate Purchase Price of the Company under Section 2(a) which shall continue to be in forceShares.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act in each case no later than the first anniversary of the Closing Date (the “Target Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuanceAct. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and and, subject to Section 5.02, will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form form, and shall be an automatically effective Registration Statement automatic shelf registration statement (as defined in Rule 405 under the Securities Act), if the Company is a WKSIeligible to use an automatic shelf registration statement. (b) Subject to the provisions of Section 35.02 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, thereunder; (ii) there otherwise cease to be any Registrable Securities Securities; and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and 6th anniversary of the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqClosing Date. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrarycontrary and subject to Section 5.02(e), during such period of time from and after the Target Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement continuously available. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount market value of such Registrable Securities shall be $75,000,00025,000,000. Any When the Company regains the ability to file a Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover on Form S-3 covering the Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Actit shall as promptly as practicable do so in accordance with Section 5.01(a). The obligations of the Company under this Section 2(c5.01(c) shall not impact the obligations of the Company under Section 2(a5.01(a) which shall continue to be in force.

Registration Statement. 4.1 PubCo agrees that, within forty-five (a45) As calendar days after the Closing Date (the “Filing Date”), PubCo will file with the Commission (at PubCo’s sole cost and expense) a registration statement registering the resale of the Shares (the “Registration Statement”), and PubCo shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the date hereof (and in filing thereof, but no event later than the 10th Business Day after the date that the definitive Proxy Statement has been filed with the SEC)PubCo is notified (orally or in writing, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”whichever is earlier) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities Commission that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant will not be “reviewed” or will not be subject to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of further review (such earlier date, the “Registration Termination Effectiveness Date”): ); provided, however, that PubCo’s obligations to include the Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to PubCo such information regarding Subscriber, the securities of PubCo held by Subscriber and the intended method of disposition of the Shares as shall be reasonably requested by PubCo to effect the registration of the Shares, and Subscriber shall execute such documents in connection with such registration as PubCo may reasonably request that are customary of a selling shareholder in similar situations, including providing that PubCo shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder; provided, further, that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. Notwithstanding the foregoing, if the Commission prevents PubCo from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the Commission. In such event, the number of Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from the Registration Statement. For purposes of clarification, any failure by PubCo to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve PubCo of its obligations to file or effect the Registration Statement as set forth above in this Section 4. For purposes of this Section 4, the Shares included in the Registration Statement shall include, as of any date of determination, the Shares and any other equity security of PubCo issued or issuable with respect to the Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise. 4.2 PubCo shall, upon reasonable request, inform Subscriber as to the status of the registration effected by PubCo pursuant to this Subscription Agreement. At its expense PubCo shall: 4.2.1 except for such times as PubCo is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which PubCo determines to obtain, continuously effective with respect to Subscriber, to file all reports as required by the Exchange Act, provide all customary and reasonable cooperation necessary to enable Subscriber to resell the Shares pursuant to the Registration Statement, qualify the Shares for listing on the applicable stock exchange on which PubCo Shares are then listed, to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, and to update or amend the Registration Statement as necessary to include the Shares and provide customary notice to holders of the Shares, until the earlier of the following: (i) Subscriber ceases to hold any Shares, (ii) the date on which all Registrable Securities covered Shares held by Subscriber may be sold without restriction under Rule 144, including any volume and manner of sale restrictions under Rule 144 and without the requirement for PubCo to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), and (iii) three years from the Effectiveness Date of the Registration Statement. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of the Shares to the PubCo upon request to assist the PubCo in making the determination described above; 4.2.2 advise Subscriber as expeditiously as possible, but in any event within five (5) Business Days: (a) when the Registration Statement or any post-effective amendment thereto has become effective; (b) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose; and (c) of the receipt by PubCo of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Notwithstanding anything to the contrary set forth herein, PubCo shall not, when so advising Subscriber of such events, provide Subscriber with any material, nonpublic information regarding PubCo other than to the extent that providing notice to Subscriber of the occurrence of the events listed in (a) through (c) above constitutes material, nonpublic information regarding PubCo; 4.2.3 use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement as soon as reasonably practicable; 4.2.4 upon the occurrence of any event that requires the making of any changes in the Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, except for such times as PubCo is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of the Registration Statement, PubCo shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and 4.2.5 use its commercially reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any, on which PubCo’s Ordinary Shares are then listed. 4.2.6 Notwithstanding anything to the contrary in this Subscription Agreement, PubCo shall not have been sold thereunder any obligation to prepare any prospectus supplement, participate in any due diligence, execute any agreements or certificates or deliver legal opinions (other than customary de-legending certificates and opinions) or obtain comfort letters in connection with any sales of the Shares under the Registration Statement. 4.3 Notwithstanding anything to the contrary in this Subscription Agreement, PubCo shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by PubCo or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event PubCo’s board of directors reasonably believes, upon the advice of legal counsel (which may be in-house legal counsel), would require additional disclosure by PubCo in the Registration Statement of material information that PubCo has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of PubCo’s board of directors, upon the advice of legal counsel (which may be in-house legal counsel), to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that PubCo (x) may not delay or suspend the Registration Statement on more than three (3) occasions or for more than sixty (60) consecutive calendar days, or more than one hundred and twenty (120) total calendar days, in each case during any twelve (12)-month period and (y) shall use its reasonable efforts to make such Registration Statement available for the sale by Subscriber of such securities as soon as practicable thereafter. Upon receipt of any written notice from PubCo of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits 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, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which PubCo agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by PubCo that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by PubCo unless otherwise required by law or subpoena. If so directed by PubCo, Subscriber will deliver to PubCo or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up. 4.4 PubCo shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless Subscriber (to the plan extent a seller under the Registration Statement), the officers, directors, agents, partners, members, managers, shareholders, affiliates, employees and method investment advisers of distribution disclosed Subscriber, each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, partners, members, managers, shareholders, agents, affiliates, employees and investment advisers of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by PubCo of the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 4, except to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding Subscriber furnished in writing to PubCo by Subscriber expressly for use therein. Notwithstanding the forgoing, PubCo’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of PubCo (which consent shall not be unreasonably withheld, conditioned or delayed). PubCo shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 4 of which PubCo is aware. 4.5 Subscriber shall, severally and not jointly with any other selling shareholder named in the Registration Statement, indemnify and hold harmless PubCo, its directors, officers, agents and employees, each person who controls PubCo (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or that are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements or omissions are based upon information regarding Subscriber furnished in writing to PubCo by Subscriber expressly for use therein, or (ii) there otherwise cease to be any Registrable violation or alleged violation by such Subscriber of the Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock isAct, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (Exchange Act or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (state securities law or any successor form thereto), upon rule or regulation thereunder in connection with the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities sale of the requesting party or parties, as applicable, and use reasonable efforts to cause Shares under any such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable SecuritiesStatement; provided, however, that the minimum amount indemnification contained in this Section 4.5 shall not apply to amounts paid in settlement of any Losses if such Registrable Securities settlement is effected without the consent of Subscriber (which consent shall not be $75,000,000unreasonably withheld, conditioned or delayed). Any Registration Statement required Each indemnifying party’s obligation to be filed make a contribution pursuant to this Section 2(c) 4.5 shall be individual, not joint and several. Notwithstanding anything to the contrary herein, in no event shall the liability of Subscriber be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under greater in amount than the Securities Act. The obligations dollar amount of the Company net proceeds received by Subscriber upon the sale of the Shares giving rise to such indemnification obligation. 4.6 The indemnification provided for under this Section 2(c) Subscription Agreement shall not impact the obligations remain in full force and effect regardless of any investigation made by or on behalf of the Company under Section 2(a) which indemnified party and shall continue to be in force.survive the transfer of t

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act Act, (x) for the “Registration Date”registration of resales of the Registrable Securities in no event later than June 30, 2021 and (y) for all other registration requests for Registrable Securities permitted hereunder, as soon as reasonably practicable following a written request of the Purchaser, a Registration Statement or post-effective amendment to an existing Registration Statement pursuant to the Securities Act in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, which Registration Statement will (except to the “Initial extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”)) include such plan of distribution requested by the Purchaser. By the If such Registration DateStatement or post-effective amendment to an existing Registration Statement is not effective upon filing, the Company shall prepare and file a supplemental listing application with the Nasdaq use commercially reasonable efforts to list the Registrable Securities covered by the Initial cause such Registration Statement and shall use its reasonable best efforts or post-effective amendment to have such Registrable be declared effective or otherwise become effective pursuant to the Securities approved for listing on Act (the Nasdaqdate the Registration Statement has been declared effective, subject only to official notice of issuancethe “Registration Date”). In addition, the Company will from time to time time, after the initial Registration Statement has been declared effective, use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause any such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and and, subject to Section 5.02, will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIWKSI (in which case, the Registration Statement may request registration of an unspecified amount of Registrable Securities to be sold by unspecified holders). (b) Subject to the provisions of Section 35.02 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, Statement and (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a MakeSecurities. 4840-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq.5838-5626.18 (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement continuously available. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,00075,000,000 (or such lesser amount then held by the requesting holders of Registrable Securities). Any When the Company regains the ability to file a Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover on Form S-3 covering the Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this it shall as promptly as practicably do so in accordance with Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force5.01(a).

Registration Statement. (a) As soon as practicable after the date hereof Buyer agrees to prepare a registration statement on Form S-3 (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)or if Form S-3 is not available, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act on Form S-1) (the “Registration DateStatement”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed filed by Buyer with the SEC in connection with the registration for resale of the shares of Buyer Common Stock to be issued to the holders of PSC Common Stock as part of the Merger Consideration (such shares, together with any shares issued or continuous basis pursuant to Rule 415 under the Securities Act (issuable upon any stock split, distribution, recapitalization or similar event, the “Initial Registration StatementRegistrable Securities”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list ) so that the Registrable Securities covered may be readily sold by the Initial former holders of the Outstanding PSC Common Stock as soon as practicable following the Effective Date. Buyer agrees (x) subject to compliance by PSC with Section 6.03(b) below, to have the Registration Statement prepared and shall ready for filing with the SEC immediately following the Effective Time and the effectiveness of the Buyer-PBC Merger, if applicable and (y) to use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective as soon as possible following the Effective Date, (such date, the “Effectiveness Date”). Buyer further agrees (A) to use its best efforts to have the Registration Statement declared effective within two (2) business days following the date on which the SEC informs Buyer that (i) the SEC will not review the Registration Statement or (ii) Buyer may request the acceleration of the effectiveness of the Registration Statement and (B) to maintain the effectiveness of the Registration Statement and cause the Registration Statement and any related prospectus or prospectus supplement to be appropriately updated as described in Section 6.03(e) until the Registrable Securities may be freely traded without a prospectus pursuant to Rule 144 of the Securities Act or otherwise (such period of time, the “Effectiveness Period”). Buyer shall be bound by the covenants set forth in Section 6.03(e) with respect to become the Registration Statement. All fees and expenses incident to the performance of or compliance with this Section 6.03 by Buyer shall be borne by Buyer whether or not any Registrable Securities are sold pursuant to such Registration Statement. (b) PSC shall prepare and furnish such information relating to it and its stockholders as may be reasonably required in connection with the preparation of the Registration Statement based on its knowledge of and access to the information required for said document, and PSC and each of its stockholders, and their legal advisors, shall have the right to review in advance such Registration Statement prior to its filing with the SEC. In this regard, PSC shall use its best efforts to obtain from each of its stockholders such information, representations and consents as may reasonably be requested by Buyer in a form or forms satisfactory to Buyer, including a representation that none of the information supplied or to be supplied by such stockholder for inclusion in the Registration Statement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act and will Act, 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. In addition, PSC shall use its reasonable best efforts to obtain from each of its stockholders an undertaking in a form satisfactory to Buyer to promptly inform Buyer if such stockholder shall become aware during the Effectiveness Period of any information that would cause any of the statements in the Registration Statement based on information supplied by such stockholder for inclusion in the Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading. (c) Each of PSC and Buyer agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, 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. Buyer further agrees that if it shall become aware during the Effectiveness Period of any information that would cause any of the statements in the Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the former holders of Outstanding PSC Common Stock thereof and to take the necessary steps to correct the Registration Statement. (d) Buyer agrees to advise each former holder of Outstanding PSC Common Stock, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Registrable Securities for offering or sale in any jurisdiction, of the initiation or, to the extent Buyer is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (e) In connection with Buyer’s registration obligations hereunder, Buyer shall: (i) (A) prepare and file with the SEC such amendments, including post-effective amendments, to such Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the Registrable Securities for the Effectiveness Period and prepare and file with the SEC such additional Registration Statements as necessary in order to register for resale under the Securities Act at all times until of the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iiiB) if cause the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility related prospectus to be able to file and use a Registration Statement on Form S-3 (amended or supplemented by any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicablerequired prospectus supplement, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required so supplemented or amended to be filed pursuant to this Section 2(cRule 424 (or any similar provisions then in force) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act. The obligations , in each of the Company cases of clauses (A) and (B) so that the Registration Statement and prospectus or prospectus supplement may be used continuously by the former holders of Outstanding PSC Common Stock to sell the Registrable Securities throughout the Effectiveness Period. (ii) reasonably cooperate with the former holders of Outstanding PSC Common Stock so that the shares of Registrable Securities are DTC-eligible from and after the time that the Registration Statement is declared effective by the SEC. (iii) use its best efforts to make all required periodic filings with the SEC such that, following the time at which the Registrable Securities become eligible to be sold pursuant to Rule 144 of the Securities Act, the Registrable Securities do not become ineligible to be sold pursuant to Rule 144 of the Securities Act. (f) Except for the rights and obligations set forth in the second-to-last sentence of Section 6.03(a), the rights of each former holder of PSC Common Stock under this Section 2(c) 6.03, including the right to have Buyer register for resale Registrable Securities in accordance with the terms of this Agreement, shall not impact the obligations be automatically assignable by each former holder of Outstanding PSC Common Stock to any Person with respect to all or a portion of the Company Registrable Securities if: (i) the former holder of Outstanding PSC Common Stock agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to Buyer within a reasonable time after such assignment; (ii) Buyer is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities with respect to which such registration rights are being transferred or assigned; (iii) following such transfer or assignment the further disposition of such Registrable Securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws; and (iv) at or before the time Buyer receives the written notice contemplated by clause (ii) of this Section 2(a) which shall continue 6.03(f), the transferee or assignee agrees in writing with Buyer to be in forcebound by all of the provisions of this Section 6.03. The rights to assignment shall apply to the former holders’ of PSC Common Stock (and to subsequent) successors, assigns, heirs and representatives. (g) The provisions of this Section 6.03 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each former stockholder of Outstanding PSC Common Stock and its, his or her successors, heirs and representatives and permitted assigns.

Registration Statement. 4.1 Holdco agrees that, within thirty (a30) As calendar days after the consummation of the Transactions (the “Filing Date”), Holdco will file with the Commission (at Holdco’s sole cost and expense) a registration statement registering the resale of the Shares (the “Registration Statement”), and Holdco shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the date hereof (and filing thereof; provided, however, that Holdco’s obligations to include the Shares in no event later than the date that the definitive Proxy Registration Statement has been filed with the SEC)are contingent upon Subscriber furnishing in writing to Holdco such information regarding Subscriber, the Company will prepare securities of Holdco held by Subscriber and file the intended method of disposition of the Shares as shall be reasonably requested by Holdco to effect the registration of the Shares, and Subscriber shall execute such documents in connection with such registration as Holdco may reasonably request that are customary of a selling shareholder in similar situations, including providing that Holdco shall be entitled to postpone and suspend the effectiveness or use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to of the Securities Act (the “Registration Date”) a Registration Statement during any customary blackout or post-effective amendment similar period or as permitted hereunder. For purposes of clarification, any failure by Holdco to an existing file the Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts Filing Date or to cause such Registration Statement to be declared effective shall not otherwise relieve Holdco of its obligations to file the Registration Statement or cause the same to be declared effective as set forth above in this Section 4. 4.2 Holdco shall, upon reasonable request, inform Subscriber as to the status of the registration effected by Holdco pursuant to this Subscription Agreement. At its expense Holdco shall: 4.2.1 except for such times as Holdco is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which Holdco determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following: (i) Subscriber ceases to hold any Shares, (ii) the date all Shares held by Subscriber may be sold without restriction under Rule 144, including any volume and manner of sale restrictions under Rule 144 and without the requirement for Holdco to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), and (iii) three years from the Effectiveness Date of the Registration Statement; 4.2.2 advise Subscriber as expeditiously as possible, but in any event within five (5) Business Days: (a) when the Registration Statement or any post-effective amendment thereto has become effective; (b) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose; and (c) of the receipt by ▇▇▇▇▇▇ of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Notwithstanding anything to the contrary set forth herein, Holdco shall not, when so advising Subscriber of such events, provide Subscriber with any material, nonpublic information regarding Holdco other than to the extent that providing notice to Subscriber of the occurrence of the events listed in (a) through (c) above constitutes material, nonpublic information regarding Holdco; 4.2.3 use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement as soon as reasonably practicable; 4.2.4 upon the occurrence of any event that requires the making of any changes in the Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, except for such times as Holdco is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of the Registration Statement, Holdco shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and 4.2.5 use its commercially reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any, on which Holdco’s Ordinary Shares are then listed. Notwithstanding anything to the contrary in this Subscription Agreement, Holdco shall not have any obligation to prepare any prospectus supplement, participate in any due diligence, execute any agreements or certificates or deliver legal opinions (other than customary de-legending certificates and opinions) or obtain comfort letters in connection with any sales of the Shares under the Registration Statement. 4.3 Notwithstanding anything to the contrary in this Subscription Agreement, Holdco shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof, if (i) the Registration Statement or related prospectus contains any untrue statement of a material fact or omits 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 (it being understood that Holdco hereby covenants to prepare and file such supplement or amendment as soon as practicable), or (ii) the filing, effectiveness or continued use of the Registration Statement or related prospectus would (a) require Holdco to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement or related prospectus of financial statements that are unavailable to Holdco for reasons beyond Holdco’s control or (c) in the good faith judgment of the majority of Holdco’s board of directors, be seriously detrimental to ▇▇▇▇▇▇, and the majority of the board of directors of ▇▇▇▇▇▇ concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time (each such circumstance, a “Suspension Event”); provided, however, that Holdco may not delay or suspend the Registration Statement for more than sixty (60) consecutive calendar days, or more than one hundred and twenty (120) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from Holdco of the happening of any Suspension Event during the period that the Registration Statement is effective, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber receives written notice form Holdco that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by Holdco unless otherwise required by law or subpoena. If so directed by Holdco, Subscriber will deliver to become effective Holdco or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up. 4.4 Holdco shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless the Subscriber (to the extent a seller under the Registration Statement), the officers, directors, agents, partners, members, managers, shareholders, Affiliates, employees and investment advisers of the Subscriber, each person who controls the Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, partners, members, managers, shareholders, agents, Affiliates, employees and investment advisers of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable and documented costs of preparation and investigation and reasonable and documented attorneys’ fees) and reasonable and documented expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by Holdco of the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 4, except to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are caused by or contained in any information regarding Subscriber furnished in writing to Holdco by Subscriber expressly for use therein. Holdco shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 4 of which Holdco is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Shares by Subscriber. 4.5 Subscriber shall, severally and not jointly with any other selling shareholder named in the Registration Statement, indemnify and hold harmless Holdco, its directors, officers, agents and employees, each person who controls Holdco (within the meaning of Section 15 of the Securities Act and will use its reasonable efforts Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, to keep the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or that are based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable SecuritiesStatement, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be or any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock isform of prospectus, in whole or in partany amendment or supplement thereto or in any preliminary prospectus, converted into or exchanged for securities arising out of or relating to any omission or alleged omission of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement material fact required to be filed pursuant stated therein or necessary to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed make the statements therein (in the case of any prospectus, or continuous basis pursuant to Rule 415 under the Securities Act. The obligations any form of prospectus or supplement thereto, in light of the Company circumstances under this Section 2(cwhich they were made) not misleading to the extent, but only to the extent, that such untrue statements or omissions are caused by or contained in any information regarding Subscriber furnished in writing to Holdco by Subscriber expressly for use therein. In no event shall not impact the obligations liability of Subscriber be greater in amount than the dollar amount of the Company under Section 2(a) which shall continue net proceeds received by Subscriber upon the sale of the Shares giving rise to be in forcesuch indemnification obligation.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will prepare and file and shall use all commercially reasonable efforts to cause to be declared effective or otherwise become effective pursuant to file with the Securities Act (the “Registration Date”) SEC a Registration Statement or post-effective amendment to an existing Registration Statement Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration, on such other form as is available for such registration), covering the resale of all of the Registrable Securities, which Registration Statement(s) shall state that, in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to accordance with Rule 415 416 promulgated under the Securities Act (the “Initial Act, such Registration Statement”)Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions. By the Registration Date, the The Company shall prepare and file a supplemental listing application with the Nasdaq to list initially register for resale all of the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing which would be issuable on the Nasdaq, subject only to official notice date preceding the filing of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under as set forth in this Agreement except to the Securities Act at all times until extent that the Registration Termination DateSEC requires the share amount to be reduced as a condition of effectiveness. Any Registration Statement filed The Parties understand that the Shares to be issued pursuant to this Section 2 shall cover only Registrable SecuritiesAgreement and the shares to be issued pursuant to that certain investment agreement dated May 10, 2013 by and between the Company and the Purchaser shall be registered on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSIsame registration statement. (b) Subject The Company shall use all commercially reasonable efforts to have the Registration Statement(s) declared effective by the SEC. (c) Notwithstanding the registration obligations set forth in this Section 6, if the staff of the SEC (the “Staff”) or the SEC informs the Company that all of the unregistered Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the provisions Registration Statement as required by the SEC and/or (ii) withdraw the Registration Statement and file a new registration statement (the “New Registration Statement”), in either case covering the maximum number of Section 3Registrable Securities permitted to be registered by the SEC, on Form S-1 to register for resale the Registrable Securities as a secondary offering. If the Company amends the Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to keep file with the initial Registration Statement (SEC, as promptly as allowed by the Staff or any replacement Registration Statement) continuously effective until the earlier of (such earlier dateSEC, the “Registration Termination Date”): (i) the date one or more registration statements on which all Form S-1 to register for resale those Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in that were not registered for resale on the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if as amended, or the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqNew Registration Statement. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force.

Registration Statement. (a) As soon as practicable The Company shall, within three hundred sixty-five (365) calendar days after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)Closing Date, the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to with the Securities Act (the “Registration Date”) Commission a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales covering the resale of all Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under 415. The 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 Securities Act Act) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Exhibit E. Notwithstanding any other provision of this ARTICLE 5: (i) if the staff of the Commission does not permit all of the Registrable Securities to be registered on the initial Registration Statement filed pursuant to this Section 5.1(a) (the “Initial Registration Statement”). By , unless otherwise directed in writing by the Registration DatePurchaser as to its Registrable Securities, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the number of Registrable Securities covered to be registered on such Registration Statement will be reduced to Registrable Securities which is equal to such maximum number of Shares as is permitted by the Commission; and (ii) in the event the Company amends the Initial Registration Statement and to effect the reduction contemplated under clause (i) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as so amended (each, an “Additional Registration Statement”). (b) The Company shall use its commercially reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such each Registration Statement to be declared effective or otherwise to become effective under by the Securities Act Commission as promptly as possible after the filing thereof, and will shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any date that all Registrable Securities covered by such Registration Statement filed pursuant have been sold or can be sold publicly without restriction or limitation under Rule 144 (including, without limitation, the requirement to this Section 2 shall cover only be in compliance with Rule 144(c)(1)). (the “Effectiveness Period”). (c) The Company will prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with the Purchaser and its counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions requested by the Purchaser and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be on Form S-3 required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f), or (iii) file a general consent to service of process in any such jurisdiction. (d) The Company shall promptly notify the Purchaser, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. (e) At any time as a Registration Statement shall not be effective during the period between six months and one year from the Closing, with a view to making available to the Purchaser the benefits of Rule 144 (or a its successor formrule) if and any other rule or regulation of the SEC that may at any time permit the Purchaser to sell the Registrable Securities to the public without registration, the Company is eligible covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant to use Rule 144 or any other rule of similar effect or (B) such form date as all of the Registrable Securities shall have been sold; and (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the 1934 Act; and (iii) furnish to each Investor upon request, such other information as may be reasonably requested in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration. (f) The Company shall notify the Purchaser in writing promptly (and in any event within two Trading Days) after receiving notification from the Commission that a Registration Statement has been declared effective and shall simultaneously provide the Purchaser with copies of any related Prospectus to be an automatically effective used in connection with the sale or other disposition of the securities covered thereby. (g) Notwithstanding anything in this Agreement to the contrary, the Company may, by written notice to the Purchaser, suspend sales under a Registration Statement after the Effective Date thereof and/or require that the Purchaser immediately ceases the sale of shares of Common Stock pursuant thereto and/or defer the filing of any Additional Registration Statement if the Company is engaged in a WKSI. merger, acquisition or sale that the Company believes may be material, and the Board of Directors determines in good faith, by appropriate resolutions, that, as a result of such activity, (bA) Subject it would be materially detrimental to the provisions Company (other than as relating solely to the price of Section 3the Common Stock) to maintain a Registration Statement at such time or (B) it is in the best interests of the Company to suspend sales under such registration at such time. Upon receipt of such notice, the Company will use its reasonable efforts Purchaser agrees to keep the initial immediately discontinue any sales of Registrable Securities pursuant to such Registration Statement (or any replacement Registration Statement) continuously effective until the earlier Purchaser is advised in writing by the Company that the current Prospectus or amended Prospectus, as applicable, may be used. In no event, however, shall this right be exercised to suspend sales beyond the period during which (in the good faith determination of (such earlier date, the “Registration Termination Date”): (iBoard of Directors) the date on which all Registrable Securities covered by failure to require such suspension would be materially detrimental to the Registration Statement have been sold thereunder Company. The Company’s rights under this Section 5.1(g) may be exercised for a period of no more than 20 Trading Days at a time and not more than three times in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Maketwelve-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and month period. Immediately after the date hereof until the Registration Termination Dateend of any suspension period under this Section 5.1(g), the Company shall use its reasonable efforts take all necessary actions (including filing any required supplemental prospectus) to maintain eligibility to be able to file and use a restore the effectiveness of the applicable Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein and the ability of the Purchaser to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use publicly resell its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any effective Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceStatement.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act in each case as soon as practicable after the Closing Date, and in any event within 30 days after the Closing Date (the “Target Registration Date”) ), a Registration Statement or post-effective amendment to an existing shelf Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, which Registration Statement will (except to the “Initial extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”). By ) include the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement Statements to be declared effective or otherwise to become effective under the Securities Act and and, subject to Section 5.02, will use its reasonable efforts to keep the Registration Statement Statements continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article 5 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 35.02 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, Statement and (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqSecurities. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Target Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable SecuritiesSecurities delivered no more than once in any twelve (12) consecutive month-period, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereofthereof and file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement available for no less than 60 days after its effective date. Each such written request must specify the amount and intended manner of disposition of such Registrable SecuritiesSecurities and the “plan of distribution” contained in such Registration Statement on Form S-1 shall cover such intended manner of disposition (except to the extent the SEC objects in written comments upon the SEC’s review of such Registration Statement); provided, provided that the minimum amount of such Registrable Securities shall be $75,000,00050.0 million. Any When the Company regains ability to file a Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover on Form S-3 covering the Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this it shall as promptly as practicably do so in accordance with Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in force5.01(a).

Registration Statement. The Company shall file a registration statement on Form S-1 (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), or other appropriate form if the Company will prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to is not then S-1 eligible) providing for the resale by the Purchasers of the Securities Act purchased herein within ten (10) calendar days (the “Registration Filing Date”) a Registration Statement or postof the filing of the Company’s Annual Report on Form 10-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act K (the “Initial Registration Statement”). By The Company shall use commercially reasonable efforts to cause such registration statement to become effective within 75 days following the Closing Date (the “Effectiveness Date”) and to keep such registration statement effective at all times until no Purchaser owns any Securities. In the event that the Resale Registration Statement is not (i) filed by the Filing Date or (ii) declared effective by the Commission by the Effectiveness Date, then, in addition to any other rights the holders of Securities may have hereunder or under applicable law, on the Filing Date or the Effectiveness Date (each such date being referred to herein as an “Event Date”) and on each monthly anniversary of such Event Date (if the Resale Registration Statement shall not have been filed or declared effective by the applicable Event Date) until the Resale Registration Statement is filed or declared effective, the Company shall prepare pay to each holder of Securities an amount in cash, as partial liquidated damages and file not as a supplemental listing application with penalty, equal to the Nasdaq to list the Registrable Securities covered product of 2.0% multiplied by the Initial Registration Statement and shall use its reasonable best efforts aggregate Purchase Price of the Securities held by each holder of the Securities. If the Company fails to have such Registrable Securities approved for listing on pay any partial liquidated damages pursuant to this Section in full within seven days after the Nasdaq, subject only to official notice of issuance. In additiondate payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the holders of the Securities, accruing daily from time the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to time use reasonable efforts the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the Resale Registration Statement being filed or declared effective, as the case may be. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date, or (ii) the Company fails to file such additional with the Commission a request for acceleration of a Registration Statements to cover resales of any Registrable Securities that are not registered for resale Statement in accordance with Rule 461 promulgated by the Commission pursuant to a the Initial Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and will use its reasonable efforts otherwise respond in writing to cause comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective or otherwise to become effective under by the Securities Act and will use its reasonable efforts to keep Commission by the Effectiveness Date of the Registration Statement (provided that, if the Registration Statement does not allow for the resale of Registrable Securities at prevailing market prices (i.e., only allows for fixed price sales), the Company shall have been deemed to have not satisfied this clause) or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective under as to all Registrable Securities included in such Registration Statement, or the Securities Act at all times until Holders are otherwise not permitted to utilize the Registration Termination Date. Any Registration Statement filed pursuant Prospectus therein to this Section 2 shall cover only resell such Registrable Securities, shall for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be on Form S-3 consecutive calendar days) during any 12-month period (any such failure or a successor formbreach being referred to as an “Event”, and for purposes of clauses (i) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3iv), the Company will use its reasonable efforts to keep the initial Registration Statement date on which such Event occurs, and for purpose of clause (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (iii) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan such five (5) Trading Day period is exceeded, and method for purpose of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (capplicable Event shall not have been cured by such date) From and after the date hereof until the Registration Termination Dateapplicable Event is cured, the Company shall use its reasonable efforts pay to maintain eligibility to be able to file each Holder an amount in cash, as partial liquidated damages and use not as a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein penalty, equal to the contrary, during product of 2.0% multiplied by the aggregate Subscription Amount paid by such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective Holder pursuant to the Securities Act as soon as reasonably practicable after filing thereofPurchase Agreement. Each such written request must specify If the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required Company fails to be filed pay any partial liquidated damages pursuant to this Section 2(c) shall not be required to cover Registrable Securities in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be offered paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a delayed or continuous daily pro rata basis pursuant for any portion of a month prior to Rule 415 under the Securities Act. The obligations cure of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forcean Event.

Registration Statement. (a) As soon CVCY will prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be promptly filed by CVCY with the SEC in connection with the issuance of the CVCY Common Stock in the Merger (including the notice, proxy statement and prospectus and other joint proxy solicitation materials of CVCY and CWBC constituting a part thereof (the “Joint Proxy Statement”) and all related documents). CVCY and CWBC shall cooperate with the other Party, its counsel and its accountants, in the preparation of the Registration Statement and the Joint Proxy Statement and to use commercially reasonable efforts to cause the filing of the Registration Statement with the SEC within fifty (50) days following the date of this Agreement. CVCY and CWBC shall each use their respective reasonable commercial efforts to cause the Registration Statement and Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond timely to any comments of the SEC or its staff, and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been it is filed with the SEC). (b) If at any time before the Effective Time either CVCY or CWBC becomes aware of any event or circumstance that might make it necessary or appropriate to amend or supplement the Registration Statement or Joint Proxy Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable Law, it shall promptly inform the Company will prepare and other Party. CVCY shall also file and use commercially reasonable efforts to cause to be become effective any amendment to the Registration Statement, including the Joint Proxy Statement and, if required, and CVCY and CWBC shall mail to its shareholders any such amendment that becomes necessary after the date the Registration Statement is declared effective or otherwise by the SEC. CVCY will advise CWBC timely after it receives notice thereof, of the time when the Registration Statement has become effective pursuant to or any BN 79011068v1 supplement or amendment thereto has been filed, the Securities Act (issuance of any stop order, or any request by the “Registration Date”) a staff of the SEC for amendment of the Registration Statement or post-effective amendment Joint Proxy Statement or comments thereon or responses thereto. (c) Each Party shall notify the other promptly of the receipt of any comments from the SEC or its staff and or any request by the SEC or its staff or any other government officials for amendments or supplements to an existing the Registration Statement in order or the Joint Proxy Statement or any other filing or for additional information and shall supply the other with copies of all correspondence between such Party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, Statement or the Company Joint Proxy Statement or other filing. CWBC and CVCY shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall each use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use commercially reasonable efforts to file such additional Registration Statements respond promptly to cover resales any comments of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement SEC or its staff. (d) CWBC and will CVCY shall each use its commercially reasonable efforts to cause such the Registration Statement, the Joint Proxy Statement and any other materials submitted to be declared effective or otherwise SEC in connection with the transactions contemplated by this Agreement to become effective under comply as to form and substance in all material respects with the applicable requirements of the Securities Act and will use its reasonable efforts to keep the Exchange Act, as applicable. (e) The information supplied by CWBC for inclusion in the Registration Statement continuously effective under the Securities Act shall not, at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by time the Registration Statement have been sold thereunder is filed, amended, supplemented or declared effective and (ii) the Effective Time or the date of the CWBC Shareholders Meeting, 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. (f) The information supplied by the CVCY for inclusion in accordance the Registration Statement shall not, at (i) the time the Registration Statement is filed, amended, supplemented or declared effective and (ii) the Effective Time or the date of the CVCY Shareholders Meeting, 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. (g) If the SEC requires a tax opinion in connection with the plan and method filing of distribution disclosed in the prospectus included in the Registration Statement, (iii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company CVCY shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use commercially reasonable efforts to cause its counsel to provide such Registration Statement opinion addressed to be declared effective pursuant CVCY and (ii) CWBC shall use its commercially reasonable efforts to the Securities Act as soon as reasonably practicable after filing thereof. Each cause its counsel to provide such written request must specify the amount and intended manner of disposition of such Registrable Securitiesopinion addressed to CWBC; provided, that the minimum amount issuance of such Registrable Securities opinions shall be $75,000,000. Any Registration Statement required conditioned upon the receipt by such counsels of customary representation letters from each of CWBC and CVCY in a form reasonably agreed to be filed pursuant to this Section 2(c) by the Parties, and the Parties shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under otherwise reasonably cooperate with each other in the Securities Act. The obligations issuance of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forcesuch legal opinions.

Registration Statement. (a) As soon as practicable after the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC), the The Company will shall use its reasonable best efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to with the Securities Act (the “Registration Date”) SEC a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales covering the resale of all Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act on or prior to the 30th day following the Closing Date (such date of actual filing, the “Initial Registration StatementFiling Date”). The Registration Statement shall be on Form S-3 (or on such other form appropriate for such purpose) and shall contain (except if otherwise directed by the Purchasers and reasonably agreed to by the Company) a “Plan of Distribution” substantially in the form attached hereto as Exhibit E. Each Purchaser will furnish to the Company, at the Closing, a completed questionnaire in the form set forth as Exhibit D hereto. Each Purchaser agrees to promptly update such questionnaire in order to make the information previously furnished to the Company by such Purchaser not materially misleading and deliver such updated questionnaire to the Company. By 9:30 a.m. on the business day following the date on which the Registration DateStatement is declared effective by the SEC, the Company shall prepare and file a supplemental listing application with the Nasdaq SEC in accordance with Rule 424 under the Securities Act the final prospectus to list the Registrable Securities covered by the Initial be used in connection with sales pursuant to such Registration Statement and Statement. (b) The Company shall use its reasonable best efforts to have such Registrable Securities approved for listing on cause the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective by the SEC (the “Effective Date”) on or otherwise prior to become effective under the Securities Act 90th day following the Closing Date or on the 120th day following the Closing Date in the event that the SEC has reviewed the Registration Statement, and will shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions earliest of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by second anniversary of the Registration Statement have been sold thereunder in accordance with the plan and method Effective Date of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any the date when all Registrable Securities and are eligible for resale under Rule 144(k) of the Securities Act or (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and date when all Registrable Securities covered by such Registration Statement have been sold (the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq“Effectiveness Period”). (c) From and after the date hereof until The Company shall request effectiveness of the Registration Termination Statement (and any post-effective amendments thereto) within five (5) business days following the Company’s receipt of notice from the SEC that the Registration Statement will not be reviewed by the SEC or that the SEC has completed its review of such Registration Statement and has no further comments. The Company will telephonically request that the Registration Statement be declared effective as of 4:00 p.m. Eastern time on the Effective Date. (d) Upon the occurrence of any Event (as defined below), as relief for the damages suffered therefrom by the Purchasers (the parties hereto agree that the liquidated damages provided for in this Paragraph (2)(d) constitute a reasonable estimate of the damages that may be incurred by the purchasers by reason of an Event), the Company shall use its reasonable efforts pay to maintain eligibility each Purchaser, as liquidated damages and not as a penalty (it being agreed that it would not be feasible to ascertain the extent of such damages with precision), such amounts and at such times as shall be able determined pursuant to file and use a Registration Statement on Form S-3 this Paragraph (or any successor form thereto2)(d). Notwithstanding anything herein For such purposes, each of the following shall constitute an “Event”: (i) the Filing Date does not occur on or prior to the contrary, during 30th day following the Closing Date (such period of time from and after date is defined herein as the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto“Filing Default Date”), upon the written request of any holder or holders of Registrable Securities, in which case the Company shall use its reasonable efforts pay to file each Purchaser an amount in cash equal to one percent (1.0%) of the aggregate purchase price paid by such Purchaser, on a pro-rata basis over a 30-day period, for each 30-day period thereafter or any portion thereof until the Filing Date, to be paid within ten days of the end of each 30-day period; (ii) the Registration Statement is not declared effective on Form S-1 or prior to the date that is 90 days after the Closing Date or 120 days after the Closing Date in the event that the SEC has reviewed the Registration Statement (or any successor formthe “Required Effectiveness Date”), in which case the Company shall pay to each Purchaser an amount in cash equal to one percent (1.0%) under the Securities Act covering the Registrable Securities of the requesting party aggregate purchase price paid by such Purchaser, on a pro-rata basis over a 30-day period, for each 30-day period after such 90th day or parties120th, as applicable, and use reasonable efforts to cause such until the Registration Statement is deemed effective, no later than ten days following the end of each 30-day period; or (iii) after the Effective Date, the SEC issues any stop order suspending the effectiveness of the Registration Statement, in which case the Company shall pay to be declared each Purchaser an amount in cash equal to one percent (1.0%) of the aggregate purchase price paid by such Purchaser, on a pro-rata basis over a 30-day period, for each 30-day period after the effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition date of such Registrable Securities; provided, that stop order until the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under is again deemed effective, no later than ten days following the Securities Actend of each 30-day period. The payment obligations of the Company under this Section 2(cE(2)(d) shall not impact be cumulative. Notwithstanding anything to the obligations contrary contained herein, in no event shall the aggregate amount of liquidated damages payable by the Company pursuant to this Paragraph 2(d) exceed twelve percent (12%) of the Company under Section 2(a) which shall continue to be in forceaggregate purchase price paid by each Purchaser.

Registration Statement. (a) As soon as practicable after Promptly, following the date hereof (and Closing Date but in any event no event later than the date that the definitive Proxy Statement has been filed 30 days thereafter, WaveRider shall file with the SEC), SEC a registration statement on Form S-2 (or such other form as shall be available to register the Company will prepare and file and use reasonable efforts to cause to be declared effective resale of the WaveRider Common Stock being issued in the Exchange) providing for the resale of the shares of WaveRider Common Stock issued in the Exchange or otherwise become effective pursuant to issuable upon exercise of the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”). By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered Warrants by the Initial Registration Statement stockholders of Avendo and shall use its reasonable best efforts to have such Registrable Securities approved for listing on upon the Nasdaq, subject only to official notice exercise of issuance. In addition, the Company will WaiveRider Options from time to time (the "Registration Statement"). WaveRider shall use reasonable efforts its best efforts, subject to file such additional Registration Statements receipt of necessary information from the stockholders of Avendo, to cover resales of any Registrable Securities that are not registered for resale pursuant to a cause the Initial Registration Statement to become effective within 90 days of the filing date and will use its reasonable efforts to cause keep such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which such time as all Registrable Securities covered by the Registration Statement such shares of WaveRider Common Stock have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, or (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company such time as all such shares of WaveRider Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to may be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) sold without Restriction under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 144 promulgated under the Securities Act. The obligations WaveRider shall provide to Avendo as many copies of the Company under this Section 2(c) SEC filings as Avendo shall reasonably request to be used by Avendo in connection with its solicitation of written consents or proxies of the Avendo shareholders approving the Exchange. Each of the Stockholders understands and agrees that there may be periods of time when there is material undisclosed information concerning WaveRider and that during such periods the Registration Statement will not comply with applicable U.S. securities law requirements and may not be used. At least two business days prior to any sales of WaveRider Common Stock pursuant to the Registration Statement by a Stockholder, such Stockholder shall inform WaveRider of his intent to use the Registration Statement. If WaveRider does not object to such use within such period, the Stockholder may make the proposed sale. If WaveRider timely objects, then the Stockholder shall not impact sell until WaveRider informs the obligations of Stockholder that the Company under Section 2(a) which shall continue to be in forceRegistration Statement is again compliant with U.S. Securities Laws.

Registration Statement. (a) As soon as reasonably practicable after the date hereof (and in no event later than issuance of the date that Notes, if requested by Purchaser following the definitive Proxy Statement has been filed with the SEC)Closing Date, the Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act as promptly as reasonably practicable (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (subject to the “Initial availability of a Registration Statement on Form S-3 or any successor form thereto), which Registration Statement will (except to the extent the SEC objects in written comments upon the SEC’s review of such Registration Statement”). By ) include the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice Plan of issuanceDistribution. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 35.02, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from NasdaqNYSE. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000200,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c5.01(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The obligations of the Company under this Section 2(c5.01(c) shall not impact the obligations of the Company under Section 2(a5.01(a) which shall continue to be in force.

Registration Statement. (a) As soon as practicable after the date hereof (and in but no event later than 15 Business Days following the date that the definitive Proxy Statement has been filed with the SEC)Closing Date, the Company will Pubco shall prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to with the SEC a shelf registration statement under Rule 415 of the Securities Act (the such registration statement, a “Shelf Registration DateStatement”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales covering the resale of all the Registrable Securities (determined as of two Business Days prior to be made such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (i) the 90th calendar day (or the 120th calendar day if the SEC notifies Pubco that it will “review” the Shelf Registration Statement) following the Closing Date and (ii) the 10th Business Day after the date Pubco is notified (orally or in writing, whichever is earlier) by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to Rule 415 under any method or combination of methods legally available to, and requested by, any Holder named therein. Pubco shall maintain the Securities Act (Shelf Registration Statement in accordance with the “Initial Registration Statement”). By the Registration Dateterms hereof, the Company and shall prepare and file a supplemental listing application with the Nasdaq SEC such amendments, including post-effective amendments, and supplements as may be necessary to list the keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities covered by included therein and in compliance with the Initial provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event Pubco files a Shelf Registration Statement and on Form F-1, Pubco shall use its reasonable best efforts to have such Registrable Securities approved for listing on the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use commercially reasonable efforts to file convert such additional Shelf Registration Statements Statement to cover resales of a Shelf Registration Statement on Form F-3 as soon as practicable after Pubco is eligible to use Form F-3. In the event that any Holder holds Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement, (ii) there otherwise cease to be any Registrable Securities and (iii) if the Company consolidates or merges with or into any Person in a transaction that constitutes a Make-Whole Fundamental Change and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are delisted from Nasdaq. (c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement required to be filed pursuant to this Section 2(c) shall not be required to cover Registrable Securities to be offered on a delayed or continuous basis pursuant basis, Pubco, upon request of a Holder, shall promptly use its commercially reasonable efforts to Rule 415 under cause the resale of such Registrable Securities Act. The obligations to be covered by a Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf Registration Statement shall be subject to the terms hereof; provided, however, that Pubco shall only be required to cause such Registrable Securities to be so covered once annually after inquiry of the Company under this Section 2(c) shall not impact the obligations of the Company under Section 2(a) which shall continue to be in forceHolders.

Registration Statement. (a) As soon as practicable after Within thirty (30) days of the date hereof (and in no event later than the date that the definitive Proxy Statement has been filed with the SEC)hereof, the Company will YTLI shall prepare and file with the SEC a registration statement and information statement on Form S-4 (together with all amendments and supplements thereto, the “Registration Statement”), in connection with the registration under the Securities Act of (i) the shares of YTLI common stock to be issued to the SBBD Stockholders pursuant to the Merger. Each of YTLI and SBBD shall promptly furnish all information concerning itself as the other may reasonably request in connection with such actions and the preparation of the Registration Statement. YTLI shall use commercially reasonable efforts to cause the Registration Statement to be declared effective or otherwise become effective pursuant to the Securities Act (the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”)as promptly as practicable after filing thereof. By the Registration Date, the Company shall prepare and file a supplemental listing application with the Nasdaq to list the Registrable Securities covered by the Initial Registration Statement and YTLI shall use its reasonable best efforts to have prepare and file with the SEC such Registrable Securities approved for listing on amendments and supplements to the Nasdaq, subject only to official notice of issuance. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a the Initial Registration Statement and will use its reasonable efforts as may be necessary to cause such keep the Registration Statement effective and free from any material misstatement or omission to be declared state a material fact. YTLI shall keep the Registration Statement effective or otherwise until the earlier of one year after the Effective Date, but in any event at least so long as is necessary to become effective consummate the Merger. (b) YTLI shall make, and SBBD shall cooperate in, all necessary filings with respect to the Merger and the transactions contemplated thereby under the Securities Act and applicable state securities and “blue sky” laws. YTLI will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Section 2 shall cover only Registrable Securitiesadvise SBBD promptly after it receives notice thereof, shall be on Form S-3 (of oral or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI. (b) Subject to the provisions of Section 3, the Company will use its reasonable efforts to keep the initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered written comments by the Registration Statement have been sold thereunder in accordance SEC with the plan and method of distribution disclosed in the prospectus included in respect to the Registration Statement, (ii) there otherwise cease to be of the time at which the Registration Statement has become effective or any Registrable Securities and (iii) if supplement or amendment has been filed, of the Company consolidates or merges with or into issuance of any Person in a transaction that constitutes a Make-Whole Fundamental Change and stop order, of the Company Common Stock is, in whole or in part, converted into or exchanged for securities suspension of a different issuer and/or cash in a transaction that will constitute a Change in Control and the qualification of the shares of Company Common Stock are delisted YTLI common stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment to the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. YTLI will provide SBBD with copies of any comments to the Registration Statement received from Nasdaqthe SEC and shall consult with the SBBD in connection with the preparation of written responses to such comments. (c) From and after the date hereof until The information supplied by YTLI for inclusion in the Registration Termination DateStatement shall not, at the Company shall use its reasonable efforts to maintain eligibility to be able to file and use a time the Registration Statement on Form S-3 (is declared effective, contain any untrue statement of a material fact or fail to state any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any holder or holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable after filing thereof. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $75,000,000. Any Registration Statement material fact required to be filed pursuant stated therein or necessary in order to this Section 2(c) make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by SBBD for inclusion in the Registration Statement shall not be not, at the time the Registration Statement is declared effective, contain any untrue statement of a material fact or fail to state any material fact required to cover Registrable Securities be stated therein or necessary in order to be offered on a delayed or continuous basis pursuant to Rule 415 under make the Securities Act. The obligations statements therein, in light of the Company circumstances under this Section 2(c) shall which they were made, not impact misleading. If, at any time prior to the obligations Effective Date, YTLI or SBBD should discover any information relating to either party, or any of their respective Affiliates, directors or officers, that should be set forth in an amendment or supplement to the Registration Statement so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the Company circumstances under Section 2(a) which they were made, not misleading, the party that discovers such information shall continue to promptly notify the other party and an appropriate amendment or supplement describing such information shall be in forcepromptly filed with the SEC.