Common use of Registration Clause in Contracts

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, file with the SEC a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of the Registrable Securities. Any Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject to Section 2.2, a Registration Statement when effective 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement.

Registration. (a) Upon On or prior to the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose). The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier of (i) five years after the Effective Date, (ii) such time as all of the Registrable SecuritiesSecurities have been publicly sold by the Purchaser, or (iii) such time as all of the Registrable Securities may be sold pursuant to Rule 144(k) (the “Effectiveness Period”). (b) If for any reason the Commission does not permit all of the Registrable Securities to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any Registrable Securities are not included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by its Filing Date, an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable SecuritiesSecurities on Form S-3, in which case such registration shall be on another appropriate form for such purpose). Any Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus The Company shall use its commercially reasonable best efforts to cause each such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus its Effectiveness Date, and shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement continuously effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the its entire Effectiveness Period. (c) Subject to Section 2.2, If: (i) a Registration Statement when effective will comply as is not filed on or prior to form in all material respects with all applicable requirements of its Filing Date (if 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that Company files a Registration Statement becomes effectivewithout affording the Purchaser the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor other than a Suspension Event in compliance with Section 6(c), such Registration Statement ceases for any reason to be effective and available to the Purchaser as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period, for an aggregate of 20 Trading Days for all such events (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) and (ii) or for purposes of clause (iii) the date on which such 20 Trading Day period is exceeded, being referred to as “Event Date”), then, for so long as such event is within the Effectiveness Period, liquidated damages will accrue based on the Purchase Price of the affected Registrable Securities paid by the Purchaser pursuant to the Purchase Agreement from and including the Event Date but excluding the date on which the Event has been cured. For so long as the Event has not been cured, liquidated damages will accrue at a rate of 0.50% per annum during the 90-day period immediately following the occurrence of the Event Date and shall increase by 0.50% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. The liquidated damages shall be due and payable in cash or through the issuance of Additional Notes (as defined in the Note), to the Purchaser on each monthly anniversary of each such Event Date thereof (if the applicable Event shall not have been cured by such date) until the applicable Event is cured. The liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for any event within two portion of a month prior to the cure of an Event other than with respect to the initial Event Date thereof. Following the cure of all Events, the accrual of liquidated damages shall cease. The liquidated damages under this Section 2(c) shall be the sole and exclusive remedy of the Purchaser under this Agreement for an Event. Notwithstanding the foregoing, no liquidated damages will accrue hereunder to the Purchaser with respect to the Primary Shares or Underlying Shares that are no longer Registrable Securities. (2d) Business Days Registration Statements under this Section 2 may contain shares other than Registrable Securities in accordance with the requirements of piggy-back rights granted under predecessor agreements, provided, that the number of Registrable Securities shall not be cutback under any such Registration Statements as a result of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statementpiggy-back rights.

Registration. (a) Upon At such time as the written request of ▇▇▇▇▇▇▇ at Company files a Registration Statement with respect to the Rights Offering, but in any time on or after the six-month anniversary event within ninety (90) days of the Closing Datedate hereof, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall file with the SEC a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for under the Securities Act registering the resale under Rule 415 under the Securities Act of all of the Registrable Securities) covering the resale of the Registrable SecuritiesSecurities then outstanding. Any The Registration Statement shall provide for the resale of Registrable Securities from time to time, and pursuant to any method or combination of methods legally available toon Form S-3 by the Stockholders of any and all Registrable Securities, such methods of distribution to be provided in writing to the Company no later than seven (7) days prior to the effective date of the Registration Statement with the SEC. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible, but in any event, no later than ninety (90) days from the date of filing, and requested byshall use its reasonable best efforts to keep the Registration Statement continuously effective for a period of five (5) years after the Registration Statement first becomes effective, ▇▇▇▇▇▇▇subject to the terms of this Agreement. If The Company shall promptly amend such Registration Statement is from time to time to include any Registrable Securities that are issued at any time after the original filing upon written notice to the Company by any Stockholder regarding the request for registration of such newly issued Registrable Securities. (b) If for any reason the SEC does not automatically permit all of the Registrable Securities to be included in a Registration Statement filed pursuant to Section 1.2(a) or Section 1.3 below or for any other reason all Registrable Securities then outstanding are not then included in such an effective upon filingRegistration Statement, then Stratus the Company shall prepare and file as soon as reasonably possible after the date on which the SEC shall indicate as being the first date or time that such filing may be made an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each such Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available on Form S-3 by the Holders of any and all Registrable Securities, such methods of distribution to be provided in writing to the Company no later than seven (7) days prior to the effective date of the Registration Statement with the SEC. The Company shall use its commercially reasonable best efforts to cause each such Registration Statement to be declared effective not later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus shall use its commercially reasonable efforts and to cause a Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause keep the Registration Statement or the prospectus contained therein continuously effective for a period of five (i5) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to years after the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject to Section 2.2, a Registration Statement when effective 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement first becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement.

Registration. (a) Upon As soon as practicable following the written request of ▇▇▇▇▇▇▇ at any time on or after date hereof, the six-month anniversary of the Closing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, General Partner shall file with the SEC a Registration Statement on Form S-3 or other appropriate registration form (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities"Registration Statement") with the SEC covering the resale by Contributing Parties of the Registrable Securities. Any Shares to be issued upon exercise of the Redemption Rights assuming full conversion of the Series B Preferred Units into Common Units and full satisfaction of the Redemption Rights by delivery of Shares and shall use its reasonable best efforts to cause the Registration Statement to become effective as soon as practicable thereafter. Following the effective date of the Registration Statement and until the Shares covered by the Registration Statement have been sold or are eligible for resale under Rule 144(k) promulgated under the Securities Act, the General Partner shall provide keep the Registration Statement current, effective and available for the resale by Contributing Parties of Registrable Securities the Shares delivered to them pursuant hereto. The General Partner shall bear all expenses relating to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If filing such Registration Statement is not automatically effective upon filing, then Stratus shall use its commercially reasonable efforts to cause and keeping such Registration Statement to current, effective and available; provided, however, that the General Partner shall not be declared effective not later than 240 days following Stratus' receipt of the Registration Noticeresponsible for any brokerage fees or underwriting commissions due and payable by any Contributing Party. (b) Stratus shall use its commercially reasonable efforts to cause a During the time period when the Registration Statement filed pursuant to this Section 2.1 is required to be effectivecurrent, supplementedeffective and available under Section 4.1(a), amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: General Partner also shall: (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments supplements to the Registration Statement and the prospectus constituting a part thereof, as amended or supplemented (the "Prospectus"), as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the sale of the Shares covered by such Registration Statement whenever any Contributing Party shall desire to sell or otherwise dispose of the same but in no event beyond the period in which the Registration Statement is required to be kept in effect; (ii) furnish to each Contributing Party, without charge, such number of authorized copies of the Prospectus, and any amendments or supplements to the Prospectus, in conformity with the requirements of the Securities Act, and such other documents as any Contributing Party may reasonably request in order to facilitate the public sale or other disposition of all the Shares owned by Contributing Parties. (iii) register or qualify the securities covered by the Registration Statement under state securities or blue sky laws of such jurisdictions as are reasonably required to effect a sale thereof and do any and all other acts and things which may be necessary or appropriate under such state securities or blue sky laws to enable Contributing Parties to consummate the public sale or other disposition in such jurisdictions of such securities; (iv) before filing any amendments or supplements to the Registration Statement or the Prospectus, furnish copies of all such documents proposed to be filed to the Contributing Party Representative who shall be afforded a reasonable opportunity to review and comment thereon; provided, however, that all such documents shall be subject to the approval of the Contributing Party Representative insofar as they relate to information concerning Contributing Parties (including, without limitation, the proposed method of distribution of any Contributing Party's securities); (v) notify Contributing Parties promptly (A) when any such Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (B) of any request by the SEC or any state securities authority for amendments and supplements to such Registration Statement and the Prospectus or for additional information, (C) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of any such Registration Statement or the initiation of any proceedings for the purpose, (D) if, between the effective date of any such Registration Statement and the sale of the Shares to which it relates, the General Partner receives any notification with respect to the suspension of the qualification of the Shares or initiation of any proceeding for such purpose, and (E) of the happening of any event during the Effectiveness Period.period such Registration Statement is effective which in the judgment of the General Partner makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or which requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading; (cvi) Subject use its reasonable best efforts to Section 2.2, obtain the withdrawal of any order suspending the effectiveness of a Registration Statement when at the earliest practicable time; (vii) cooperate with each Contributing Party to facilitate the timely preparation and delivery of certificates representing Shares being sold, which certificates shall not bear any restrictive legends provided the Shares evidenced thereby have been sold in a manner permitted by the Prospectus; and (viii) upon the occurrence of any event contemplated by Section 4.1(b)(v)(E) hereof, promptly prepare and file a supplement or post-effective will comply amendment to the Registration Statement or the Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to form in all material respects with all applicable requirements the purchasers of the Securities Act and Shares, the Exchange Act and Prospectus will not contain an 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; provided, however, that the obligation to prepare and file any such supplement or post-effective amendment shall be suspended if the General Partner, relying upon advice of counsel, determines that disclosure of any information required to be included therein would be adverse to its interests, but such suspension shall not extend beyond 90 days with respect to any such specified event. (c) The General Partner hereby agrees to indemnify and hold harmless each Contributing Party and each person, if any, who controls such Contributing Party (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any and all losses, claims, damages, costs and expenses (including reasonable attorneys' fees) ("Claims") to which such Contributing Party or such controlling person may become subject, under the Securities Act or otherwise, caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and shall reimburse such Contributing Party and each such controlling person for any legal or other expenses reasonably incurred by such Contributing Party in connection with investigating or defending any such loss as such expenses are incurred; provided, however, that the General Partner shall not be liable insofar as any such losses, claims, damages, costs and expenses (andincluding reasonable attorneys' fees) are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the General Partner by any Contributing Party expressly for use therein. Each Contributing Party agrees to indemnify and hold harmless the General Partner and each person, if any, who controls the General Partner (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any and all Claims to which the General Partner or such controlling person may become subject, under the Securities Act or otherwise, caused by any untrue statement or omission or alleged untrue statement or omission based upon such information furnished in writing to the General Partner by such Contributing Party. (d) Each Contributing Party agrees that, upon receipt of any notice from the General Partner of the happening of any event of the kind described in Section 4.1(b)(v)(E), such Contributing Party will forthwith discontinue disposition of securities pursuant to the Registration Statement until such Contributing Party's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4.1(b)(viii). (e) Upon the written request to the General Partner from time to time as below provided and subject to other contractual obligations of the General Partner, the Contributing Parties holding Shares covered by the Registration Statement who desire to do so may sell such Shares covered by the Registration Statement in an underwritten offering. In such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by, the Contributing Parties; provided that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the General Partner. No Contributing Party may participate in any underwritten offering contemplated hereby unless such Contributing Party agrees to sell such Contributing Party's Shares covered by the Registration Statement in accordance with any approved underwriting arrangements and completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements. The General Partner shall be responsible for the costs of preparing and filing the amendment or supplement that is referred to below, and the selling securityholders shall pay their attorney's fees and underwriting discounts and commissions incurred in connection with such underwritten offerings. Notwithstanding the foregoing, upon receipt of a request from the managing underwriter or a representative of the Contributing Parties to prepare and file an amendment or supplement to the Registration Statement and Prospectus in connection with such underwritten offering, the General Partner may delay the filing of any such amendment or supplement or postpone taking action with respect to an underwritten offering for a period not to exceed an aggregate of 180 days in any calendar year, if the General Partner determines in its good faith judgment that the filing of such amendment or supplement or the taking of such action with respect to an underwritten offering would have a material adverse effect on the business, operations or prospects of the General Partner, or adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction. Notwithstanding anything to the contrary contained in the case foregoing, the Contributing Parties shall not have the right to effect more than two underwritten offerings pursuant to this paragraph and each such offering shall be required to include minimum gross sales proceeds of $17,500,000. (f) Notwithstanding anything to the contrary contained herein, the General Partner shall have no obligation to keep any prospectus contained in such Registration Statement, in registration statement filed pursuant to this Section 4.1 effective after the light Expiration Date or if the status of the circumstances under which a statement General Partner (or its successor) as an Exchange Act Reporting Company is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statementterminated.

Registration. On the earlier of (a) Upon 30 days following the written request of ▇▇▇▇▇▇▇ at any time first date on which the Partnership becomes eligible to use SEC Form S-3 or after (b) the six-month first anniversary of the Closing Date, the Partnership shall prepare and file a registration statement under the Securities Act to permit the public resale of Registrable Securities then outstanding from time to time as permitted by Rule 415 of the Securities Act with respect to all of the Registrable Securities (the “Registration NoticeStatement”), Stratus shall, within sixty days of its receipt of such Registration Notice, file with the SEC a . The Registration Statement filed pursuant to this Section 2.1 shall be on Form S-3 (such appropriate registration form of the Commission as shall be selected by the Partnership so long as it permits the continuous offering of the Registrable Securities pursuant to Rule 415 of the Securities Act or such other form rule as is then available applicable. The Partnership shall use its commercially reasonable efforts to Stratus cause the Registration Statement to effect a registration for resale of the Registrable Securities) covering the resale of the Registrable Securitiesbecome effective on or as soon as practicable after filing. Any Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If the Holders of any and all Registrable Securities covered by such Registration Statement is not automatically effective upon filing, then Stratus Statement. The Partnership shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, supplemented and amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ the Holders until the earliest earlier of (a) the date on which any of the following occurs: (i) all Registrable Securities covered have been sold by such Registration Statement have ceased to be the Holders, or (b) the first date all Registrable Securities and (iibecome eligible for sale pursuant to Rule 144(b)(1) there are no longer any Registrable under the Securities outstanding Act (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject to Section 2.2, a The Registration Statement when effective (including the 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a the Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus the Partnership shall provide ▇▇▇▇▇▇▇ the Holders with written notice of the effectiveness of such the Registration Statement.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to each Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement (i) shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) and, if the Company is a WKSI as of the Registrable SecuritiesFiling Date, shall be an automatic shelf registration statement; and (ii) covering shall contain (except if otherwise requested by the resale Electing Holders or required pursuant to written comments received from the Commission upon a review of such Registration Statement) the Registrable Securities. Any “Plan of Distribution” in substantially the form attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective or otherwise to become effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall provide for use its commercially reasonable efforts to keep the resale Registration Statement continuously effective under the Securities Act until the registration rights under this Agreement terminate in accordance with Section 2(b) (the “Effectiveness Period”). In addition, the Company shall, promptly and from time to time, file such additional Registration Statements to cover resales of any Registrable Securities which are not registered for resale pursuant to any method or combination of methods legally available toa pre-existing Registration Statement no later than the Filing Date with respect thereto, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not or otherwise to become effective under the Securities Act as soon as practicable after the applicable Filing Date but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus applicable Effectiveness Date, and shall use its commercially reasonable efforts to cause a keep the Registration Statement filed pursuant continuously effective under the Securities Act at all times during the Effectiveness Period. Notwithstanding anything to the contrary in this Section 2.1 to be effective2(a), supplemented, amended and replaced upon notice to the extent necessary to ensure that Holders, the Company may suspend the use or the effectiveness of the Registration Statement, or extend the time period in which it is available required to file the Registration Statement, for up to 30 days in the resale aggregate, in any 12-month period (a “Suspension Period”) if the Board of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any Directors of the following occurs: (i) all Registrable Securities covered by Company determines that there is a valid business purpose for suspension of the Registration Statement. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to such Registration Statement have ceased in connection with any sale or offer to be sell Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (Securities. The Company shall promptly notify the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause Holders when the Registration Statement may once again be used or is effective. (b) The registration rights granted under this Section 2 shall automatically terminate as of the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective date and usable for the resale of time at which all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Periodare Freely Tradable. (c) Subject to Section 2.2, a Registration Statement when effective 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement.

Registration. (a) Upon On or prior to the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of Company shall use its receipt of such Registration Notice, best efforts to prepare and file with the SEC a Commission the Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of all of the Registrable SecuritiesSecurities for an offering to be made on a continuous basis pursuant to Rule 415. Any The Registration Statement required hereunder shall provide for be on Form SB-2 and shall register the resale of Registrable Securities pursuant the Shares and the Warrant Shares. The Company shall use its best efforts to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such cause the Registration Statement is not automatically to become effective upon filing, then Stratus and remain effective as provided herein. The Company shall use its commercially reasonable efforts to cause such the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus Effectiveness Date, and shall use its commercially reasonable efforts to cause a keep the Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any earlier of the following occurs: (i) date when all Registrable Securities covered by such the Registration Statement (a) have ceased been sold, transferred or disposed of pursuant to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or an exemption from the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject to Section 2.2, a Registration Statement when effective will comply as to form in all material respects with all applicable registration requirements of the Securities Act or (b) may be sold by non-affiliates without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Exchange Act Company's transfer agent (the "Effectiveness Period"). (b) If: a Registration Statement is (i) not filed on or prior to its Filing Date the Company shall pay to each Holder an amount in shares, as liquidated damages and will not contain an untrue statement as a penalty, equal to 1% of the aggregate Shares purchased by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and if (ii) the Registration Statement is not declared effective by the Commission on or before the Effectiveness Date, or (iii) after a material fact Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities not sold, disposed of or omit to state a material fact transferred for which it is required to be stated effective, or the Holders are not permitted to utilize the Prospectus therein or necessary to make the statements therein resell such Registrable Securities through no fault of their own, for in any such cases twenty Trading Days (which need not misleading (and, be consecutive days) in the case aggregate during any 12-month period (any such failure or breach being referred to as an "Event," and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (ii) the date which such Trading Day period is exceeded, or for purposes of clause (iii) the date on which such twenty Trading Day period is exceeded, being referred to as "Event Date"), then in addition to any prospectus contained 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 applicable Event is cured or no more than a total of twelve months from the Closing Date, the Company shall pay to each Holder an amount in such Registration Statementshares, in the light as liquidated damages and not as a penalty, equal to 2% of the circumstances under which aggregate Shares owned by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder no more than a statement is made)total of twelve months from the Closing date. As soon as practicable following In no way will the date that Company pay more than 2% per month if the Company misses both the Filing Date and Effective Date. The liquidated damages pursuant to the terms hereof shall apply on a Registration Statement becomes effective, but in pro-rata basis for any event within two (2) Business Days portion of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice a month prior to the cure of the effectiveness of such Registration Statementan Event.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to each Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement covering the Registrable Securities for a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale of the Registrable Securities) covering the resale of the Registrable SecuritiesSecurities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). Any The Company shall cause each Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, become effective and requested by, ▇▇▇▇▇▇▇remain effective as provided herein. If such Registration Statement is not automatically effective upon filing, then Stratus The Company shall use its commercially reasonable commercial efforts to cause such each Registration Statement to be declared effective not under the Securities Act as promptly as possible after the filing thereof, but in any event no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus Effectiveness Date. The Company shall use its commercially reasonable commercial efforts to cause a keep each Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any is the earlier date of the following occurs: when (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading been sold or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities covered by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to may be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations sold immediately without registration under the Securities Act in a timely manner; and comply with without volume restrictions pursuant to Rule 144(k), as determined by the provisions of the Securities Act with respect counsel to the disposition of all securities covered by Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Registration Statement during Company's transfer agent and the affected Holders (each, an "Effectiveness Period"). (cb) Subject to Section 2.2, a Registration Statement when effective will comply as to form in all material respects with all applicable requirements Within three business days of the Securities Act Effectiveness Date, the Company shall cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and the Exchange Act and will not contain an untrue statement can be reissued free of restrictive legend upon notice of a material fact sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or omit to state a material fact required to be stated therein or necessary to make in writing that the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light opinion has been withdrawn. Copies of the circumstances under which a statement is made). As soon as practicable following blanket opinion required by this Section 2(c) shall be delivered to the date that a Registration Statement becomes effective, but in any event Purchaser within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statementtime frame set forth above.

Registration. (a) Upon On or prior to the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) 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” attached hereto as Annex A. The Company shall cause the Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier of (i) five years after the Effective Date, (ii) such time as all of the Registrable SecuritiesSecurities have been publicly sold by the Holders, or (iii) such time as all of the Registrable Securities may be sold pursuant to Rule 144(k) (the “Effectiveness Period”). (b) If for any reason the Commission does not permit all of the Shares and all Warrant Shares to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any Registrable Securities are not included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by its Filing Date, an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable SecuritiesSecurities on Form S-3, in which case such registration shall be on another appropriate form for such purpose). Any Each such Registration Statement shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to cause each such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus its Effectiveness Date, and shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement continuously effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the its entire Effectiveness Period. (c) Subject to Section 2.2, If: (i) a Registration Statement when effective will comply as is not filed on or prior to form in all material respects with all applicable requirements of its Filing Date (if 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that Company files a Registration Statement becomes effectivewithout affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, but the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period, for an aggregate of 20 Trading Days for all such events (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i), and (ii) or for purposes of clause (iii) the date on which such twenty Trading Day period is exceeded, being referred to as “Event Date”), then, in addition to any event within two other rights available to the Holders under the Transaction Documents or under applicable law, (2x) Business Days on each such Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate Investment Amount of such Holder pursuant to the Purchase Agreement; and (y) on each monthly anniversary of each such Event Date thereof (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, Stratus the Company shall provide ▇▇▇▇▇▇▇ with written notice pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the effectiveness aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such Registration Statementlesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The parties agree that the Company will not be liable for liquidated damages under this Section in respect of the Warrant Shares. The liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event other than with respect to the initial Event Date thereof.

Registration. (a) Upon Effectiveness Deadline. Following the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of date hereof, but no later than 30 days following the Closing Date, the Partnership shall prepare and file a registration statement under the Securities Act to permit the public resale of Registrable Securities then outstanding from time to time as permitted by Rule 415 (or any similar provision then in effect) under the Securities Act with respect to all of the Registrable Securities (the “Registration NoticeStatement”), Stratus shall, within sixty days of its receipt of such Registration Notice, file with the SEC a . The Registration Statement filed pursuant to this Section 2.01(a) shall be on Form S-3 (such appropriate registration form or such other form forms of the Commission as is then available to Stratus to effect a registration for resale shall be selected by the Partnership so long as it permits the continuous offering of the Registrable SecuritiesSecurities pursuant to Rule 415 (or any similar provision then in effect) covering under the resale of Securities Act at then-prevailing market prices. The Partnership shall use its commercially reasonable efforts to cause the Registrable SecuritiesRegistration Statement to become effective on or as soon as practicable after the filing thereof. Any Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If the Holders of any and all Registrable Securities covered by such Registration Statement is not automatically effective upon filing, then Stratus Statement. The Partnership shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.1 2.01(a) to be effective, supplemented, supplemented and amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ the Holders until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject to Section 2.2, a The Registration Statement when effective (including the 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration StatementStatement 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 a the Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus the Partnership shall provide ▇▇▇▇▇▇▇ the Holders with written notice of the effectiveness of such the Registration Statement.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the sixearlier of (i) the later of (A) the date on which the Company files its Annual Report on Form 10-month anniversary K with respect to its 2010 fiscal year, (B) the date on which the registration statement for the Medicsight PLC shares of common stock owned by the Company is declared effective by the SEC, and (C) the date on which all of the Closing assets of MGT (UK) have been disposed of, and (ii) June 30, 2011, the Purchaser shall have the right to request that the Company file the Registration Statement and, upon receipt such request, the Company shall prepare and file the Registration Statement on the terms and conditions set forth in this Agreement. On or prior to the Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of the Registrable SecuritiesShares if the Company is then eligible to utilize such Form (or on such other form appropriate for such purpose) and shall cause such Registration Statement to be filed by the Filing Date for such Registration Statement and use commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as soon as possible thereafter, but in any event prior to the Effectiveness Date therefor. Any Such Registration Statement shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is Statement, other than as to the characterization of any Holder as an underwriter, which shall not automatically effective upon filing, then Stratus occur without such Holder’s consent) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period which is applicable to it. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be declared effective used in connection with sales pursuant to such Registration Statement (whether or not later than 240 days following Stratus' receipt such filing is technically required under such Rule). The Company hereby represents and warrants to the Purchasers that as of the Registration Noticedate hereof the Company is eligible to use Form S-3 for the registration of the Registrable Securities. (b) Stratus If for any reason other than due solely to SEC Restrictions, a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall use prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of all such unregistered Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Notwithstanding anything to the contrary contained in this Section 2, if the Company receives Commission Comments, and following discussions with and responses to the Commission in which the Company uses its commercially reasonable efforts and time to cause as many Registrable Securities for as many Holders as possible to be included in the Registration Statement filed pursuant to Sections 2(a), without characterizing any Holder as an underwriter (and in such regard uses its commercially reasonable efforts to cause a the Commission to permit the affected Holders or their respective counsel to participate in Commission conversations on such issue together with Company Counsel, and timely conveys relevant information concerning such issue with the affected Holders or their respective counsel), the Company is unable to cause the inclusion of all Registrable Securities, then the Company may, following not less than three (3) Trading Days prior written notice to the Holders (i) remove from the Registration Statement filed such Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the Commission may require in order for the Commission to allow such Registration Statement to become effective; provided, that in no event may the Company name any Holder as an underwriter without such Holder’s prior written consent (collectively, the “SEC Restrictions”). Unless the SEC Restrictions otherwise require, any cut-back imposed pursuant to this Section 2.1 to 2(b) shall be effective, supplemented, amended and replaced to allocated among the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (iHolders on a pro rata basis. No liquidated damages under Section 2(c) all Registrable Securities covered by shall accrue on or as to any Cut Back Shares, and the required Effectiveness Date for such Registration Statement have ceased will be tolled, until such time as the Company is able to be Registrable Securities and effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (ii) there are no longer any Registrable Securities outstanding (such date, the “Effectiveness PeriodRestriction Termination Date”). Subject From and after the Restriction Termination Date, all provisions of this Section 2 (including, without limitation, the liquidated damages provisions, subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (itolling as provided above) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to shall again be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment applicable to the Registration Statement curing such defectCut Back Shares (which, andfor avoidance of doubt, if SEC review is required, use its commercially reasonable efforts retain their character as “Registrable Securities”) so that the Company will be required to file with and cause such amendment to be declared effective by the Commission such additional Registration Statements in the time frames set forth herein as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; ultimately cause the Prospectus to be supplemented covered by any required Prospectus supplement, and as so supplemented to effective Registration Statements all Registrable Securities (if such Registrable Securities cannot at such time be filed resold by the Holders thereof without volume limitations pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period144). (c) Subject to Section 2.2, If: (i) a Registration Statement when effective will comply as is not filed on or prior to form in all material respects with all applicable requirements of its Filing Date covering the Registrable 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 under this Agreement to be stated included therein or necessary to make (if the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that Company files a Registration Statement becomes effectivewithout affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, but the Company shall not be deemed to have satisfied this clause (i)), (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the Business Day immediately following the Effective Date, the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) in accordance with the terms hereof (whether or not such a prospectus is technically required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any event within reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 20 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 20 Trading Day-period is exceeded, being referred to as “Event Date”), then the Holders are entitled to exercise such rights they may have hereunder or under applicable law. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement and shall not be required to pay any liquidated or other damages under Section 2(c) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (2) Business Days of such datesubject to the requirements set forth in Section 3(a)). In addition to the foregoing, Stratus each Holder shall provide ▇▇▇▇▇▇▇ with written notice of such other information to the effectiveness of such Registration StatementCompany as the Company may from time-to-time reasonably request.

Registration. (a) Upon On or prior to the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Filing Date, the Company shall (without any request, demand or notice from the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Holders or any other Person) either (i) file with the SEC Commission a “Shelf” Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415 or (ii) include the Registrable Securities, covering their resale, in a Registration Statement filed by the Company with the Commission that may have included therein other shares of Common Stock. Any The Registration Statement shall provide be on Form S-3 (except if the Company is not then eligible to register for resale the resale of Registrable Securities pursuant on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain substantially the “Plan of Distribution” attached hereto as Annex A. Subject to any method or combination the terms of methods legally available tothis Agreement, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus the Company shall use its commercially reasonable best efforts to cause such the Registration Statement to be declared effective not later than 240 days following Stratus' receipt of under the Registration Notice. (b) Stratus Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and shall use its commercially reasonable best efforts to cause a keep the Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased been sold, or may be sold without volume restrictions pursuant to be Registrable Securities Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and (ii) there are no longer any Registrable Securities outstanding acceptable to the Company’s transfer agent and the Holders (the “Effectiveness Period”). Subject to Section 2.2, upon The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time on a Trading Day. The Company shall immediately notify the occurrence Holders via facsimile of any event that would cause the effectiveness of the 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 the Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one Trading Day of such notification of effectiveness or the prospectus contained therein failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(b). b) If: (i) the Registration Statement is not filed on or prior to contain an untrue statement of material fact or omit the Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to state any material fact necessary review and comment on the same as required by Section 3(a), the Company shall not be deemed to make the statements therein not misleading have satisfied this clause (i)), or (ii) not the Company fails to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Commission a request for acceleration in accordance with Rule 424 461 promulgated under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions within five Trading Days of the Securities Act with respect to date that the disposition of all securities covered Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement during will not be “reviewed,” or not subject to further review, or (iii) prior to the Effectiveness Period. (c) Subject Date, the Company fails to Section 2.2, file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement when effective will comply as within 10 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for the Registration Statement to form in all material respects with all applicable requirements of be declared effective, or (iv) the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact Registration Statement filed or omit to state a material fact required to be stated therein or necessary to make filed hereunder is not declared effective by the statements therein not misleading (and, in Commission by its Effectiveness Date for reasons that are beyond the case of any prospectus contained in such Registration Statement, in the light reasonable control of the circumstances under Company, or (v) after the Effectiveness Date, the Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which a statement it is made). As soon required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 10 consecutive calendar days or more than an aggregate of 15 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as practicable following an “Event”, and for purposes of clause (i) or (iv) the date that a Registration Statement becomes effectiveon which such Event occurs, but or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 10 calendar day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any event within two 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 (2) Business Days of if the applicable Event shall not have been cured by such date) until the applicable Event is cured, Stratus the Company shall provide ▇▇▇▇▇▇▇ pay, as partial liquidated damages and not as a penalty, to the Holders, at Holders’ option, either an amount in cash, or shares of Common Stock with written notice a VWAP, equal to the LD Amount. If the Company fails to pay any partial liquidated damages pursuant to this Section 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 paid by applicable law) to the effectiveness Holders, 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 daily pro-rata basis for any portion of such Registration Statementa month prior to the cure of an Event.

Registration. Upon (ai) Upon the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary exercise of the Closing DateLower Strike Option prior to the Expiration Date and the reasonable determination of Party A after consulting with counsel that a Registration Statement is advisable in connection with this Transaction, or (ii) the exercise of the Upper Strike Option and the delivery of Shares by Party B to Party A: (A) Party B will make available to Party A an effective registration statement (the “Registration NoticeStatement”) filed pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), Stratus shall, within sixty days of its receipt of and such Registration Notice, file prospectuses as Party A may reasonably request to comply with the SEC a Registration Statement on Form S-3 applicable prospectus delivery requirements (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities“Prospectus”) covering the resale of the Registrable Securities. Any Registration Statement shall provide for the resale by Party A of Registrable Securities pursuant to any method or combination such number of methods legally available toShares as Party A shall reasonably specify, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.1 and Prospectus to be effective, supplemented, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ current until the earliest date on which any of the following occurs: (i) all Registrable Securities covered specified by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding Party A (the “Effectiveness Registration Period”). Subject to Section 2.2, upon ; and (B) Party B will make the occurrence of any event that would cause following representation on each day during the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to Period: “Party B represents that the Registration Statement curing such defectStatement, andat the time the same became effective, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject to Section 2.2, a Registration Statement when effective will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will did 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 misleading; Party B represents the Prospectus (and, as the same may be supplemented from time to time) does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the case of any prospectus contained in such Registration Statementstatements therein, in the light of the circumstances under which a statement is they were made). As soon as practicable following the date that , not misleading.”; (C) Party B will enter into a Registration Statement becomes effectiveRights Agreement with Party A in form and substance reasonably acceptable to Party A, but which agreement will contain among other things, customary representations and warranties and indemnification and other rights relating to the registration of a number of Shares. (D) Party B shall promptly pay to Party A a $0.05 per Share fee with all Shares delivered in connection with subparagraph (ii) above. In the event that Party B fails to comply with any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of conditions set forth above, Party B shall promptly pay in cash or Shares an additional amount to Party A equal to an amount reasonably determined by Party A to cover its costs and losses in connection with such Registration Statementfailure.

Registration. (a) Upon On or prior to the written request of ▇▇▇▇▇▇▇ at any time on or after Filing Date the six-month anniversary of the Closing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of covering the Registrable Securities) covering the Securities for a selling stockholder resale of the Registrable Securitiesoffering to be made on a continuous basis pursuant to Rule 415. Any The Registration Statement shall provide be on Form [S-3] (except if the Company is not then eligible to register for resale the resale of Registrable Securities pursuant to any method or combination of methods legally available toon Form [S-3], and requested by, ▇▇▇▇▇▇▇in which case such registration shall be on another appropriate form in accordance herewith). If such The Company shall cause each Registration Statement is not automatically to become effective upon filing, then Stratus and remain effective as provided herein. The Company shall use its commercially reasonable best efforts to cause such each Registration Statement to be declared effective not under the Securities Act as promptly as possible after the filing thereof, but in any event no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus Effectiveness Date. The Company shall use its commercially reasonable commercial efforts to cause a keep each Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it Securities Act until the date which is available for the resale earlier date of when (i) all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: have been sold or (iii) all Registrable Securities covered by such Registration Statement have ceased may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to be Registrable Securities Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and (ii) there are no longer any Registrable Securities outstanding acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (cb) Subject to Section 2.2, a Registration Statement when effective will comply as to form in all material respects with all applicable requirements Within three business days of the Securities Act Effectiveness Date and each request by Purchaser in the Exchange Act event it desires to exercise any of the Warrants, the Company shall cause its counsel to issue an opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and will not contain an untrue statement can be reissued free of restrictive legend upon notice of a material fact sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or omit to state a material fact required to be stated therein or necessary to make in writing that the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light opinion has been withdrawn. Copies of the circumstances under which a statement is made). As soon as practicable following blanket opinion required by this Section 2(b) shall be delivered to the date that a Registration Statement becomes effective, but in any event Purchaser within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statementtime frame set forth above.

Registration. (a) Upon the written occurrence of a Triggering Event, ------------ Issuer shall, at the request of ▇▇▇▇▇▇▇ at any time on or after Grantee included in the six-month anniversary of the Closing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Exercise Notice, as promptly as practicable prepare, file with and keep current a shelf registration statement under the SEC a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) Securities Act covering the resale of the Registrable Securities. Any Registration Statement shall provide for the resale of Registrable Securities all Option Shares issued and issuable pursuant to any method or combination of methods legally available to, the Option and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus shall use its commercially best reasonable efforts to cause such Registration Statement registration statement to become effective and remain current in order to permit the sale or other disposition of any Option Shares issued upon exercise of the Option in accordance with any plan of disposition requested by Grantee; provided, however, that Issuer may postpone or suspend the filing or -------- ------- effectiveness of a registration statement relating to a registration request by Grantee under this Section 8 for a period of time (not in excess of 30 days) if such filing or effectiveness would require the disclosure of material information that Issuer has a bona fide business purpose for preserving as ---- ---- confidential or would cause Issuer, at a time when Issuer is otherwise in compliance with all its obligations under this Section 8, to be declared effective not later than 240 days following Stratus' receipt in violation of the Registration Noticefederal securities laws or the rules and regulations thereunder. Issuer will use its best reasonable efforts to cause such registration statement first to become effective and then to remain effective for 270 days or until such earlier date as all shares registered shall have been sold by Grantee. In connection with any such registration, Issuer and Grantee shall provide each other with representations, warranties, indemnities, contribution and other agreements customarily given in connection with such registrations. If requested by Grantee in connection with such registration, Issuer shall become a party to one underwriting agreement (the managing underwriter(s) thereunder being approved by Issuer, such approval not to be unreasonably withheld or delayed) relating to the sale of such shares, but only to the extent of obligating Issuer in respect of representations, warranties, indemnities, contribution and other agreements customarily made by issuers in such underwriting agreements. (b) Stratus shall use its commercially reasonable efforts In the event that Grantee so requests, the closing of the sale or other disposition of the Option Shares or other securities pursuant to cause a Registration Statement registration statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to 8(a) shall occur substantially simultaneously with the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any exercise of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness PeriodOption. (c) Subject to Section 2.2, a Registration Statement when effective 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Date, The Company shall (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, i) file with the SEC Commission on or prior to the Filing Deadline Date a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale covering the offer and sale of the Registrable Securities) covering the resale of the Registrable Securities. Any Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus shall (ii) use its commercially reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Deadline Date. The Registration Statement shall be on Form S-1 or Form SB-2 (except if the Company is not later than 240 days following Stratus' receipt then eligible to register for resale the Registrable Securities on Form S-1 or Form SB-2, in which case such registration shall be on another appropriate form for such purpose) and shall contain (except if otherwise requested or required pursuant to comments received from the Commission or other governmental or regulatory authority upon a review of such Registration Statement) a “Plan of Distribution” substantially in the Registration Notice.form attached hereto as Annex A. (b) Stratus The Company shall use its commercially reasonable best efforts to cause a prepare and file with the Commission such amendments and supplements to the Registration Statement filed pursuant and Prospectus used in connection therewith and take all such other actions to this Section 2.1 keep the Registration Statement continuously effective in order to permit the Prospectus to be effectiveusable by holders for resales of Registrable Securities from the Effective Time until the earliest to occur of (A) the date which is 24 months after the Closing Date, supplemented, amended and replaced to (B) the extent necessary to ensure that it is available for the resale of date upon which all Registrable Securities by ▇▇▇▇▇▇▇ until registered under the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased been sold thereunder, and (C) the date upon which all of the Securities cease to be Registrable Restricted Securities and (ii) there are no longer any Registrable Securities outstanding (such period being referred to herein as the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject to Section 2.2, a If (i) such Registration Statement when covering the Registrable Securities is not filed with the Commission on or prior to the Filing Deadline Date, (ii) such Registration Statement covering the Registrable Securities is filed with but is not declared effective will by the Commission on or prior to the Effectiveness Deadline Date or (iii) after the Effective Time, such Registration Statement ceases for any reason to be effective or any Prospectus thereunder ceases to be usable with respect to any Registrable Securities it is required to cover at any time prior to the expiration of the Effectiveness Period for more than an aggregate of 45 calendar days (which need not be consecutive), excluding (x) grace periods of not more than 15 calendar days each during which a post-effective amendment is to be filed to include in the Registration Statement material information previously not included in the Registration Statement, or to correct a misstatement of a material fact set forth in the Registration Statement, in each case due to facts or circumstances previously unknown to the Company and arising subsequent to the effectiveness of the Registration Statement or any post-effective amendment thereto, or to otherwise provide information necessary to comply as to form in all material respects with all applicable requirements Section 10(a)(3) of the Securities Act regarding the age of financial statements included therein, provided that the Company diligently works to have any such post-effective amendment prepared, filed and declared effective by the Exchange Act Commission as soon as practicable and will (y) grace periods of 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 more than five trading days each for the statements therein not misleading (and, in preparation and filing with the case Commission of any prospectus contained supplement (any such failure or breach described in clauses (i), (ii) or (iii) above being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Registration StatementEvent occurs, in or for purposes of clause (iii) the light date which such 45 trading day-period is exceeded, being referred to as “Event Date”), then following each such Event Date, the Company shall become obligated to pay to each Electing Holder, as liquidated damages and not as a penalty, a number of shares of Common Stock equal to 1.0% of the circumstances under which number of shares of Common Stock that were issued to such Electing Holder on the Closing Date and are still owned by such Electing Holder on an Ending Date, for each 30-day period (pro rated on a statement is made). As soon as practicable following daily pro-rata basis for periods shorter than 30 days) elapsed between the Event Date and the earlier of: (A) the date that a Registration Statement becomes effective, but the applicable Event is cured and (B) the date that the Effectiveness Period expires. No such payments shall be payable in respect of any event within two (2Underlying Warrant Shares or securities that are not Registrable Securities. Liquidated damages payments payable by the Company under this Section 2(c) shall be issued by the Company to each Electing Holder not later than seven Business Days following the end of each 30-day period or portion thereof prior to the cure of an Event (each such dateend date being an “Ending Date”). Notwithstanding anything to the contrary contained herein or in the Subscription Agreement or any related document or agreement, Stratus the aggregate number of shares of Common Stock issued or issuable to any holder as liquidated damages under this Section 2(c) shall provide ▇▇▇▇▇▇▇ with written notice not exceed 10% of the effectiveness aggregate number of shares of Common Stock issued to such Registration Statementholder on the Closing Date pursuant to the Subscription Agreement.

Registration. (a1) Upon Subject to the written request terms and conditions of ▇▇▇▇▇▇▇ at any time on or this Agreement, the Company covenants and agrees that as promptly as practicable after the six-month anniversary Closing Date (and in any event, (i) for all Registrable Securities other than the Series B Stock, no later than the date that is 30 days after the Closing Date and (ii) for the Series B Stock, if the shares of Series B Stock are still outstanding and “Registrable Securities” pursuant to Section 4.9(k)(4), no later than the date that is 120 days after the Closing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, file the Company shall have prepared and filed with the SEC a one or more Shelf Registration Statements covering such Registrable Securities (or otherwise designate an existing Shelf Registration Statement filed with the SEC to cover such Registrable Securities), and, to the extent the Shelf Registration Statement has not theretofore been declared effective or is not automatically effective upon such filing, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to be declared or become effective and to keep such Shelf Registration Statement continuously effective and in compliance with the Securities Act and usable for resale of such Registrable Securities for a period from the date of its initial effectiveness until the time as there are no such Registrable Securities remaining (including by refiling such Shelf Registration Statement (or a new Shelf Registration Statement) if the initial Shelf Registration Statement expires). Notwithstanding the foregoing, if on the filing deadlines referenced above the Company is not eligible to file a registration statement on Form S-3 S-3, then the Company shall not be obligated to file a Shelf Registration Statement unless and until requested to do so in writing by the Investors. (2) Any registration pursuant to this Section 4.9(a) shall be effected by means of a shelf registration under the Securities Act (a “Shelf Registration Statement”) in accordance with the methods and distribution set forth in the Shelf Registration Statement and Rule 415. If the Investors or any other holder of Registrable Securities to whom the registration rights conferred by this Agreement have been transferred in compliance with this Agreement intends to distribute any Registrable Securities by means of an underwritten offering it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such other form as is then available distribution, including the actions required pursuant to Stratus Section 4.9(c). The lead underwriters in any such distribution shall be selected by the holders of a majority of the Registrable Securities to be distributed. (3) The Company shall not be required to effect a registration for (including a resale of Registrable Securities from an effective Shelf Registration Statement): (A) with respect to securities that are not Registrable Securities or with respect to Registrable Securities that cannot be sold under a registration statement as a result of the Transfer restrictions set forth herein; (B) during any Scheduled Black-out Periods; (C) if, during the 6-month period following the Closing, there is existing or pending any acquisition or probable acquisition, business combination or other similar transaction (a “Material Event”) that, in the good faith judgment of the Board of Directors, would make it inappropriate or inadvisable to effect such registration to be effected at such time, in which event the Company shall have the right to defer such registration during such period until, in the good faith judgment of the Board of Directors, public disclosure of such Material Event or the omission to disclose such Material Event would not be prejudicial or contrary to the interests of the Company; or (D) if the Company has notified the Investors and all other Holders that in the good faith judgment of the Board of Directors, it would be materially detrimental to the Company or its security holders for such registration to be effected at such time, in which event the Company shall have the right to defer such registration for a period of not more than 45 days after receipt of the request of the Investors or any other Holder; provided, that such right to delay a registration pursuant to this clause (D) shall be exercised by the Company (x) only if the Company has generally exercised (or is concurrently exercising) similar black-out rights (if any) against holders of similar securities that have registration rights and (y) not more than two times in any 12-month period and not more than 90 days in the aggregate in any 12-month period. (4) If during any period when the Shelf Registration Statement is not effective or available, the Company proposes to register any of its securities, other than a registration pursuant to Section 4.9(a)(1) or a Special Registration, and the registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities, the Company shall give prompt written notice to the Investors and all other Holders of its intention to effect such a registration (but in no event less than ten days prior to the anticipated filing date) covering and shall include in such registration all Registrable Securities with respect to which the resale Company has received written requests for inclusion therein within ten business days after the date of the Registrable SecuritiesCompany’s notice (a “Piggyback Registration”). Any such person that has made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, on or before the fifth business day prior to the planned effective date of such Piggyback Registration. The Company may terminate or withdraw any registration under this Section 4.9(a)(4) prior to the effectiveness of such registration, whether or not the Investors or any other Holders have elected to include Registrable Securities in such registration. (5) If the registration referred to in Section 4.9(a)(4) is proposed to be underwritten, the Company shall so advise the Investors and all other Holders as a part of the written notice given pursuant to Section 4.9(a)(4). In such event, the right of the Investors and all other Holders to registration pursuant to this Section 4.9(a) shall be conditioned upon such persons’ participation in such underwriting and the inclusion of such persons’ Registrable Securities in the underwriting, and each such person shall (together with the Company and the other persons distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If any participating person disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Investors. (6) If (x) the Company grants “piggyback” registration rights to one or more third parties to include their securities in an underwritten offering under the Shelf Registration Statement pursuant to Section 4.9(a)(2) or (y) a Piggyback Registration under Section 4.9(a)(4) relates to an underwritten primary offering on behalf of the Company, and in either case the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company shall provide for include in such registration or prospectus only such number of securities that in the resale reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities shall be so included in the following order of priority: (i) first, in the case of a Piggyback Registration under Section 4.9(a)(4), the securities the Company proposes to sell, (ii) second, Common Stock and other securities of the Company issued to Treasury, (iii) third, Registrable Securities of the Investors and all other Holders who have requested registration of Registrable Securities pursuant to Sections 4.9(a)(2) or 4.9(a)(4), as applicable, pro rata on the basis of the aggregate number of such securities or shares owned by each such person and (iv) fourth, any method or combination other securities of methods legally available to, and the Company that have been requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effectiveso included, supplemented, amended and replaced subject to the extent necessary to ensure that it is available for the resale terms of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Periodthis Agreement. (c) Subject to Section 2.2, a Registration Statement when effective 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to each Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of the 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, on Form SB-2 (or on such other form appropriate for such purpose). Any Such Registration Statement shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus its Effectiveness Date, and shall use its commercially reasonable best efforts to cause a keep the Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any is the earlier of the following occurs: (i) five years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have ceased been publicly sold by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k) 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"). (b) If for any reason the Commission does not permit all of the Registrable Securities to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any outstanding Registrable Securities are not then covered by an effective Registration Statement, then the prospectus contained therein (i) to contain Company shall prepare and file by the Filing Date for such Registration Statement, an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form SB-2 (or part 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 review of such Registration Statement) the "Plan of Distribution" attached hereto as Annex A. 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 efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. (c) Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities by ▇▇▇▇▇▇▇for resale, Stratus the Company shall promptly file an appropriate a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments possible thereafter, but in any event prior to the Effectiveness Date therefor. Such Registration Statement 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" attached hereto as may Annex A. The Company shall cause such Registration Statement to be necessary declared effective under the Securities Act as soon as possible but, in any event, by its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the entire Effectiveness Period. (cd) Subject to Section 2.2, If: (i) a Registration Statement when is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective will comply by the Commission on or prior to its required Effectiveness Date, or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and available to the Holders as to form all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 30 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an "Event," and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 Trading Day-period is exceeded, being referred to as "Event Date"), then in all material respects with all addition to any other rights the Holders may have hereunder or under applicable requirements law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the Securities Act aggregate Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement; and (y) on each monthly anniversary of each such Event Date (if the Exchange Act applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement. The parties agree that the Company will not contain an untrue statement be liable for liquidated damages under this Section in respect of the Warrants. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be 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 daily pro-rata basis for any portion of a material fact or omit month prior to state a material fact required to be stated therein or necessary to make the statements therein not misleading (andcure of an Event, except in the case of any prospectus contained in such Registration Statement, the first Event Date. (e) Each Holder agrees to furnish to the Company a completed Questionnaire in the light of the circumstances under which form attached to this Agreement as Annex B (a statement is made“Selling Holder Questionnaire”). As soon as practicable following The Company shall not be required to include the date that Registrable Securities of a Holder in a Registration Statement becomes effective, but and shall not be required to pay any liquidated or other damages under Section 2(d) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (subject to the requirements set forth in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration StatementSection 3(a)).

Registration. (a) Upon On the written request terms and subject to the conditions of ▇▇▇▇▇▇▇ at any time on or after this Agreement, subject to Section 4(a) below, the six-month anniversary of Company shall use reasonable best efforts to file, no later than ninety (90) days following the Closing Effective Date, a registration statement under the Securities Act covering all Registrable Securities that the Investor requests to be registered along with the identity of any Permitted Holders (to the “Registration Notice”)extent then known) who seek to sell Registrable Securities, Stratus shallalong with any other shares of Common Stock the Company determines to include in such registration on behalf of itself or another selling shareholder, within sixty days of its receipt relating to the offer and sale of such Registration Notice, file securities from time to time in accordance with the SEC methods of distribution (which shall include the ability to conduct an underwritten offering and which shall also include sales by a Registration Statement Permitted Holder indicated in writing by the Investor in the notice delivered pursuant to this Section 2(a) or in an amendment required pursuant to Section 3(a)(viii)) set forth in the registration statement and Rule 415 under the Securities Act. The registration statement shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale of the Registrable Securities) covering the resale of the Registrable Securities. Any Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available toon Form S-3, and requested by, ▇▇▇▇▇▇▇in which case such registration shall be on another appropriate form for such purpose). If such Registration Statement is not automatically effective upon filing, then Stratus The Company shall use its commercially reasonable efforts to cause such Registration Statement the registration statement to be declared effective not later than 240 days following Stratus' receipt of or otherwise to become effective under the Registration Notice. (b) Stratus Securities Act as soon as reasonably practicable, and shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to keep the extent necessary to ensure that it is available for registration statement continuously effective under the resale Securities Act until the earliest of (i) the date on which all Registrable Securities included in such registration statement have been sold, (ii) the date when there no longer remain any Registrable Securities or all Registrable Securities are Freely Tradeable or (iii) three (3) years after the date of effectiveness. (b) If the Investor intends to distribute Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any means of the following occurs: an underwriting, (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities the Investor shall promptly so advise the Company in writing and (ii) there are the Company shall have the right to appoint the book-running, managing and other underwriter(s), which such underwriters shall be reasonably acceptable to the Investor; provided that in no longer event shall the Company or any Registrable Securities outstanding of its Affiliates have any obligation to facilitate or participate in more than two (2) underwritten offerings requested by or on behalf of the “Effectiveness Period”)Investor. Subject In any such underwritten offering, the Investor will use reasonable best efforts to Section 2.2, upon avoid allowing an individual purchaser to purchase shares in such offering from shares being sold on behalf of the occurrence of any event Investor that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part constitute more than 5% of the Registrable Securities shares of Common Stock outstanding as of such of date; provided that the foregoing limitation shall not apply to sales by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions financial or lending institution holding shares of the Securities Act with respect to the disposition of all securities covered Common Stock pledged by the Registration Statement during the Effectiveness PeriodInvestor. (c) Subject The Company shall cause (i) the registration statement (as of the effective date of the registration statement), any amendment thereof (as of the effective date thereof) or supplement thereto (as of its date), (A) to Section 2.2, a Registration Statement when effective will comply as to form in all material respects with all the applicable requirements of the Securities Act and the Exchange Act and will (B) not to contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, and (andii) any related prospectus, preliminary prospectus or free writing prospectus and any amendment thereof or supplement thereto, as of its date, (A) to comply in all material respects with the applicable requirements of the Securities Act and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is they were made), not misleading; provided, however the Company shall have no such obligations or liabilities with respect to any information furnished to the Company by or on behalf of the Investor expressly for inclusion therein. (d) All Registration Expenses shall be borne by the Company. As soon as practicable following All Selling Expenses shall be borne by the date that a Registration Statement becomes effective, but Investor. The Investor shall promptly reimburse the Company for any Selling Expenses incurred by the Company upon notice (and in any event within two five (25) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice notice). (e) The Company will submit any required additional shares notification to Nasdaq that may be required as a result of the effectiveness of such Registration Statementany transaction contemplated by this Agreement.

Registration. (a) Upon On or prior to the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) 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” attached hereto as Annex A. The Company shall cause the Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier of (i) five years after the Effective Date, (ii) such time as all of the Registrable SecuritiesSecurities have been publicly sold by the Holders, or (iii) such time as all of the Registrable Securities may be sold pursuant to Rule 144(k) (the “Effectiveness Period”). (b) If for any reason the Commission does not permit all of the Shares and all Warrant Shares to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any Registrable Securities are not included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by its Filing Date, an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable SecuritiesSecurities on Form S-3, in which case such registration shall be on another appropriate form for such purpose). Any Each such Registration Statement shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to cause each such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus its Effectiveness Date, and shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement continuously effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the its entire Effectiveness Period. (c) Subject to Section 2.2, If: (i) a Registration Statement when effective will comply as is not filed on or prior to form in all material respects with all applicable requirements of its Filing Date (if 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that Company files a Registration Statement becomes effectivewithout affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, but the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period, for an aggregate of 20 Trading Days for all such events (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i), and (ii) or for purposes of clause (iii) the date on which such twenty Trading Day period is exceeded, being referred to as “Event Date”), then, in addition to any event within two other rights available to the Holders under the Transaction Documents or under applicable law, (2x) Business Days on each such Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate Investment Amount of such Holder pursuant to the Purchase Agreement; and (y) on each monthly anniversary of each such Event Date thereof (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, Stratus the Company shall provide ▇▇▇▇▇▇▇ with written notice pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the effectiveness aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such Registration Statementlesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The parties agree that the Company will not be liable for liquidated damages under this Section in respect of the Warrant Shares or the Additional Investment Right Shares. The liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event other than with respect to the initial Event Date thereof.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ If at any time on or after the six30-month anniversary of the Closing DateEffective Date (or in connection with any Lock-up Exception Offering permitted under clause 5.02(a)(viii)) the Company receives a written request from the Investors’ Representative, on behalf of the Investors, that the Company register Registrable Securities under the Securities Act, then the Company shall, as promptly as reasonably practicable, but not later than the 30th day after receipt of such written request (any such date of filing, the “Registration NoticeFiling Date”), Stratus shall, within sixty days of its receipt of such Registration Notice, prepare and file with the SEC a Registration Statement providing for the offer and sale for cash by the Investors of the Registrable Securities not already covered by an existing and effective Registration Statement (giving effect to any amendments thereto) for an offering to be made on a delayed or continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale the Registrable Securities on Form S-3, in which case such registration shall be, at the election of the Registrable Securities) covering the resale Investors’ Representative on behalf of the Registrable SecuritiesInvestors, on Form S-1 or another appropriate form for such purpose) and, if the Company is a WKSI as of the Filing Date, shall be an Automatic Shelf Registration Statement. Any Registration Statement shall provide for Thereafter, the resale of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Company shall use its commercially reasonable efforts to cause any such Registration Statement to be declared effective not or otherwise to become effective under the Securities Act as soon as reasonably practicable but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus Effectiveness Deadline, and shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by keep such Registration Statement have ceased continuously effective under the Securities Act until the Company Common Shares subject to this Article III cease to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject . (b) At any time and from time to Section 2.2time on or after the 30-month anniversary of the Effective Date (or in connection with any Lock-up Exception Offering permitted under clause 5.02(a)(viii)), upon the occurrence written request (a “Demand Notice”) of any event Investor requesting that would cause the Registration Statement or the prospectus contained therein (i) to contain Company effect an untrue statement Underwritten Offering of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part Registrable Securities of the Registrable Securities by ▇▇▇▇▇▇▇Investors (a “Demand Offering”), Stratus the Company shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause effect, as promptly as reasonably practicable, an Underwritten Offering of such amendment to Registrable Securities; provided, however, (w) at the time of the Demand Offering, there shall be declared an existing and effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under Section 3.01(a) that covers the Registrable Securities Actfor which a Demand Offering has been requested or the Company shall then be WKSI eligible, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act (x) with respect to any Registrable Securities, the disposition Company shall be obligated to effect no more than one Roadshow Offering in any 12-month period (provided, that if any such Roadshow Offering is reasonably likely to be completed outside of all securities covered such 12-month period, the Company’s obligations to effect such Demand Offering shall continue) and (y) the Registrable Securities for which a Demand Offering has been requested will have a value (based on the average closing price per share of Company Common Shares for the ten trading days preceding the delivery of such Demand Notice) of not less than $150,000,000. Each such Demand Notice will specify the number of Registrable Securities owned by the Registration Statement during demanding Investors and the Effectiveness Periodnumber of Registrable Securities proposed to be offered for sale and will also specify the intended method of distribution thereof. (c) Subject In the event of a Demand Offering, the Underwriters (including the lead Underwriter) for such Demand Offering will be a nationally recognized investment bank selected by the Investors’ Representative on behalf of the Investors with the approval of the Company (which approval shall not be unreasonably withheld). (d) Notwithstanding anything to the contrary in this Agreement, the Investors may not request a Demand Offering during a period commencing upon the date of the public announcement of (or such earlier date that is not more than 30 days prior to such public announcement if the Company has given notice to the Investors’ Representative that it so intends to publicly announce) an Underwritten Offering of Company Common Shares by the Company (for its own account or for any other security holder in each case provided the Investors are entitled to participate in such offering pursuant to Section 2.23.02) and ending (i) 90 days after the consummation of such Underwritten Offering, (ii) 30 days after the Company has given notice to the Investors’ Representative that it intends to publicly announce an Underwritten Offering if no such Underwritten Offering has been publicly announced within such 30-day period, (iii) upon withdrawal of such Underwritten Offering if it has been publicly announced but not commenced or (iv) upon written notice to the Investors’ Representative that the Company no longer intends to conduct an Underwritten Offering. (e) The Investors will be permitted to rescind a Registration Statement when effective will comply as to form in all material respects with all applicable requirements Demand Notice or request the removal of the any Registrable 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 held by them from any Demand Offering at any time (andso long as, in the case of a Demand Offering, after such removal it would still constitute a Demand Offering, including with respect to the required value thereof under Section 3.01(b)); provided, however, that, if the Investors rescind a Roadshow Offering, such Roadshow Offering will nonetheless count as a Roadshow Offering for purposes of determining when future Roadshow Offerings can be requested by the Investors pursuant to this Section 3.01, unless the Investors reimburse the Company for all Offering Expenses incurred by the Company in connection with such Roadshow Offering (provided, the Investors shall not be required to so reimburse the Company for the Company’s out-of-pocket expenses incurred to prepare and file any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in pursuant to Section 3.01(a) or any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of amendment thereto necessary to maintain the effectiveness of such Registration StatementStatement or for the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties)).

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to each Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of the 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. Any Such Registration Statement shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus its Effectiveness Date, and shall use its commercially reasonable best efforts to cause a keep the Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any is the earlier of the following occurs: (i) five years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have ceased to be been publicly sold by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and (ii) there are no longer any Registrable Securities outstanding acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Subject . (b) If for any reason the Commission does not permit all of the Registrable Securities to Section 2.2, upon the occurrence of any event that would cause be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any outstanding Registrable Securities are not then covered by an effective Registration Statement, then the prospectus contained therein (i) to contain Company shall prepare and file by the Filing Date for such Registration Statement, an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for additional Registration Statement covering the resale of all or part of Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, 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 for such purpose). Each such Registration Statement 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” attached hereto as Annex A. 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, Stratus and shall promptly use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty days after such date, the Company shall file an appropriate a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments possible thereafter, but in any event prior to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness PeriodDate therefor. (c) Subject to Section 2.2, If: (i) a Registration Statement when is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective will comply by the Commission on or prior to its required Effectiveness Date, or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Holders as to form all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 20 Trading Days in all material respects with all any twelve-month period (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 20 Trading 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 requirements law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the Securities Act aggregate Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement; and (y) on each monthly anniversary of each such Event Date (if the Exchange Act applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement. The parties agree that the Company will not contain an untrue statement be liable for liquidated damages under this Section in respect of the Warrants. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be 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 daily pro-rata basis for any portion of a material fact or omit month prior to state a material fact required to be stated therein or necessary to make the statements therein not misleading (andcure of an Event, except in the case of any prospectus contained in such Registration Statement, the first Event Date. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the light of the circumstances under which form attached to this Agreement as Annex B (a statement is made“Selling Holder Questionnaire”). As soon as practicable following The Company shall not be required to include the date that Registrable Securities of a Holder in a Registration Statement becomes effective, but and shall not be required to pay any liquidated or other damages under Section 2(c) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (subject to the requirements set forth in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration StatementSection 3(a)).

Registration. (ai) Upon Tilray’s obligation to include a Seller’s Registrable Securities in the written request Registration Statement is contingent upon such Seller furnishing in writing to Tilray such information regarding the Seller, the securities of ▇▇▇▇▇▇▇ at any time on or after Tilray held by such Seller and the six-month anniversary intended method of distribution of the Closing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, file with the SEC a Registration Statement on Form S-3 (or such other form Registrable Securities as is then available to Stratus shall be reasonably requested by Tilray to effect a the registration for resale of the Registrable Securities, and the Sellers shall execute such documents in connection with such registration as Tilray may reasonably request that are customary of a selling stockholder in similar situations. Tilray shall, in the case of a newly filed Registration Statement, cause such Registration Statement to become effective upon filing with the Commission under the U.S. Securities Act and, in the case of a prospectus supplement or a newly filed Registration Statement, to keep the Registration Statement continuously effective under the U.S. Securities Act during the Effectiveness Period. (ii) If the Registration Statement covering the resale resales of the Registrable Securities ceases to be effective for any reason at any time during the Effectiveness Period (other than because all securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities. Any ), Tilray shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and amend the Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Registration Statement with the Commission so that all Registrable Securities outstanding as of the date of such filing are covered by a Registration Statement. If a new Registration Statement is filed, Tilray shall provide use its commercially reasonable efforts to cause the new Registration Statement to become effective as promptly as is practicable after such filing and to keep the new Registration Statement continuously effective until the end of the Effectiveness Period. (iii) Tilray shall amend and supplement the Prospectus and amend the Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by Tilray for such Registration Statement or file a new Registration Statement, if required by the resale of U.S. Securities Act, or any other documents necessary to name a Notice Holder as a selling securityholder pursuant to Section (a)(v). (iv) [Reserved]. (v) Each Seller may sell Registrable Securities pursuant to a Registration Statement and related Prospectus only in accordance with this Section (a)(v) and Section (b)(vii). Each Seller wishing to sell Registrable Securities pursuant to the Resale Documents shall deliver a completed Notice and Questionnaire to Tilray prior to any method intended distribution of Registrable Securities under the Resale Documents. From and after the Registration Effective Date, Tilray shall, as promptly as practicable after the date completed Notice and Questionnaires from one or combination of methods legally available tomore Notice Holders holding at least one million (1,000,000) Registrable Securities are delivered, and requested byin any event no later than the later of (x) twenty (20) calendar days after such date or (y) twenty (20) calendar days after the expiration of any Deferral Period in effect when the Notice and Questionnaire are delivered or put into effect within five (5) Business Days of such delivery date (but in any event, ▇▇▇▇▇▇▇. If such not more than once in any fiscal quarter): (A) if required by applicable law, use commercially reasonable efforts to file with the Commission a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file a new Registration Statement or any other required document so that the Seller delivering such Notice and Questionnaire is not automatically named as a selling securityholder in a Registration Statement and the related Prospectus in such a manner as to permit such Seller to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if Tilray shall file a post-effective upon filingamendment to a Registration Statement or shall file a new Registration Statement, then Stratus Tilray shall use its commercially reasonable efforts to cause such post-effective amendment or new Registration Statement to be declared or become effective not later than 240 days following Stratus' receipt of under the Registration Notice.U.S. Securities Act as promptly as is practicable; (bB) Stratus shall use its commercially reasonable efforts to cause a Registration Statement provide such Seller, upon request and without charge, copies of any documents filed pursuant to this Section 2.1 (a)(v)(A); and (C) notify Special Counsel as promptly as practicable after the effectiveness under the U.S. Securities Act of any new Registration Statement or post-effective amendment filed pursuant to Section (a)(v)(A); provided that if such Notice and Questionnaire are delivered during a Deferral Period, Tilray shall so inform the Seller delivering such Notice and Questionnaire and shall take the actions set forth in clauses (A), (B) and (C) above upon expiration of the Deferral Period in accordance with Section (b)(vii). Notwithstanding anything contained herein to the contrary, (i) Tilray shall be under no obligation to name any Seller that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) if the Commission prevents Tilray from including any or all of the Shares proposed to be effective, supplemented, amended and replaced registered under the Registration Statement due to limitations on the extent necessary to ensure that it is available use of Rule 415 under the Securities Act for the resale of all Registrable Securities the Shares held by ▇▇▇▇▇▇▇ until a Notice Holder or any other Notice Holder or otherwise, the earliest date on which any number of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased Shares to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause registered for each Notice Holder in the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to shall be effective and usable for the resale of reduced pro rata among all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to such selling securityholders such that the Registration Statement curing shall register for resale such defect, and, if SEC review number of Shares which is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments equal to the Registration Statement maximum number of Shares as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered is permitted by the Registration Statement during the Effectiveness PeriodCommission. (c) Subject to Section 2.2, a Registration Statement when effective 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to each Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of the 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, on Form SB-2 (or on such other form appropriate for such purpose). Any Such Registration Statement shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus its Effectiveness Date, and shall use its commercially reasonable best efforts to cause a keep the Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any is the earlier of the following occurs: (i) five years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have ceased been publicly sold by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k) 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"). (b) If for any reason the Commission does not permit all of the Registrable Securities to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any outstanding Registrable Securities are not then covered by an effective Registration Statement, then the prospectus contained therein (i) to contain Company shall prepare and file by the Filing Date for such Registration Statement, an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form SB-2 (or part 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 review of such Registration Statement) the "Plan of Distribution" attached hereto as Annex A. 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 efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. (c) Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities by ▇▇▇▇▇▇▇for resale, Stratus the Company shall promptly file an appropriate a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments possible thereafter, but in any event prior to the Effectiveness Date therefor. Such Registration Statement 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" attached hereto as may Annex A. The Company shall cause such Registration Statement to be necessary declared effective under the Securities Act as soon as possible but, in any event, by its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the entire Effectiveness Period. (cd) Subject to Section 2.2, If: (i) a Registration Statement when is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective will comply by the Commission on or prior to its required Effectiveness Date, or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and available to the Holders as to form all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 30 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an "Event," and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 Trading Day-period is exceeded, being referred to as "Event Date"), then in all material respects with all addition to any other rights the Holders may have hereunder or under applicable requirements law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the Securities Act aggregate Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement; and (y) on each monthly anniversary of each such Event Date (if the Exchange Act applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement. The parties agree that the Company will not contain an untrue statement be liable for liquidated damages under this Section in respect of the Warrants. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be 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 daily pro-rata basis for any portion of a material fact or omit month prior to state a material fact required to be stated therein or necessary to make the statements therein not misleading (andcure of an Event, except in the case of any prospectus contained in such Registration Statement, the first Event Date. (e) Each Holder agrees to furnish to the Company a completed Questionnaire in the light of the circumstances under which form attached to this Agreement as Annex B (a statement is made"Selling Holder Questionnaire"). As soon as practicable following The Company shall not be required to include the date that Registrable Securities of a Holder in a Registration Statement becomes effective, but and shall not be required to pay any liquidated or other damages under Section 2(d) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (subject to the requirements set forth in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration StatementSection 3(a)).

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to each Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company will use commercially reasonable efforts to prepare and file with the SEC Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement (i) shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) and, if the Company is a WKSI as of the Registrable Securities) covering the resale of the Registrable Securities. Any Filing Date, shall be an Automatic Shelf Registration Statement and (ii) shall provide for contain (except if otherwise requested by the resale Electing Holders or required pursuant to written comments received from the Commission upon a review of such Registration Statement) the Plan of Distribution. The Company will use its commercially reasonable efforts to cause the Registration Statement to be declared effective or otherwise to become effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and will use their commercially reasonable efforts to keep the Registration Statement (or a replacement Registration Statement) continuously effective under the Securities Act until the registration rights under this Agreement terminate in accordance with Section 2(d) (the “Effectiveness Period”). In addition, the Company will, promptly and from time to time, use commercially reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities which are not registered for resale pursuant to any method or combination of methods legally available toa pre-existing Registration Statement no later than the Filing Date with respect thereto, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus shall will use its commercially reasonable efforts to cause such Registration Statement to be declared effective not or otherwise to become effective under the Securities Act as soon as practicable after the applicable Filing Date but, in any event, no later than 240 days following Stratus' receipt of the applicable Effectiveness Date, and will use their commercially reasonable efforts to keep the Registration NoticeStatement continuously effective under the Securities Act at all times during the Effectiveness Period; provided that, the Company will not be obligated to update the Registration Statement and no sales may made under the applicable Registration Statement during any Black-Out Period of which the Holders have received notice. (b) Stratus shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occursIf: (i) any Registration Statement is not filed on or prior to its Filing Date, (ii) a Registration Statement is not declared effective by the Commission or does not otherwise become effective on or prior to its required Effectiveness Date or (iii) after its Effective Date, such Registration Statement ceases for any reason to be effective as to all Registrable Securities covered by to which it is required to cover at any time prior to the expiration of the Effectiveness Period (in each case, except as specifically permitted herein with respect to any applicable Black-Out Period) (any such failure or breach being referred to as a “Registration Statement have ceased Default”). (c) The Company shall not, from the date hereof until the Effective Date of the initial Registration Statement, prepare and file with the Commission a registration statement relating to be an offering of any of its securities for its own account or the account of others under the Securities Act. (d) The registration rights granted under this Section 2 shall automatically terminate upon the earlier of (i) such time as there are no outstanding Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2June 3, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period2019. (c) Subject to Section 2.2, a Registration Statement when effective 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement.

Registration. (a) Upon On or prior to the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or on such other form as is then available to Stratus to effect a registration appropriate for resale of the Registrable Securities) covering the resale of the Registrable Securitiessuch purpose). Any Such Registration Statement shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus Effectiveness Date, and shall use its commercially reasonable best efforts to cause a keep the Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the date which is the earliest date on which any of the following occurs: (i) five years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have ceased to be been publicly sold by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and (ii) there are no longer any Registrable Securities outstanding acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Subject to Section 2.2; provided, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇that, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause , the Prospectus Registration Statement may cease to be supplemented by effective for no more than 60 Trading Days (not more than 15 Trading Days of which shall be consecutive) during any required Prospectus supplement365 calendar day period. By 9:30 a.m. (New York City time) on the Trading Day immediately following the Effective Date, and as so supplemented to be filed pursuant to the Company shall file with the Commission in accordance with Rule 424 under the Securities Act, and Act the final prospectus to comply fully be used in connection with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect sales pursuant to the disposition of all securities covered by the such Registration Statement during the Effectiveness Period(whether or not such filing is technically required under such Rule). (cb) Subject Each Holder agrees to Section 2.2, furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement when effective will comply as who fails to form furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date thereof (subject to the requirements set forth 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is madeSection 3(a). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement).

Registration. The Company has received written comments from the SEC with respect to the Initial Registration Statement pertaining to Rule 415, a copy of which has been provided to the Buyers by the Company, which, unless rebutted by the Company, requires the Company to treat the registration of the Initial Shares under the Initial Registration Statement as a “primary offering” with the effect that the Buyers would be deemed to be “underwriters” for purposes of the Securities Act with respect to the sale of the Initial Shares in the Initial Registration Statement. The Company represents and warrants to the Buyers that, after consultation with the Buyers and following discussions with the SEC in which the Company used its reasonable best efforts and devoted a reasonable amount of time to cause as many Registrable Securities as possible to be included in the Initial Registration Statement without characterizing any Designated Holder as an underwriter, the Company has been unable to cause the inclusion of all of the Initial Shares in the Initial Registration Statement and has determined to remove from the Initial Registration Statement a certain portion of the Initial Shares (the “Cut Back Shares”). (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, file with the SEC a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of the Registrable Securities. Any Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus The Company shall use its commercially reasonable best efforts to cause such the Initial Registration Statement to be declared effective not under the Securities Act as soon as possible, but in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus Effectiveness Date, and shall use its commercially reasonable best efforts to cause a keep the Initial Registration Statement filed pursuant to this Section 2.1 to be continuously effective, supplemented, supplemented and amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities registered thereunder by ▇▇▇▇▇▇▇ until the earliest Designated Holders and that it conforms in all material respects to the requirements of the Securities Act during the entire period beginning on the Effectiveness Date and ending on the date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement registered thereunder have ceased to be Registrable Securities and Securities. (iib) there are no longer any Registrable Securities outstanding (No later than the “Effectiveness Period”). Subject to Section 2.2, upon 180th day following the occurrence of any event that would cause date the Initial Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus by the SEC, the Company shall prepare and file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by the Initial Registration Statement (including the Cut Back Shares and the shares of Common Stock sold under the New Securities Purchase Agreement) for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available by the Designated Holders of any and all Registrable Securities registered thereunder; provided, however, that the Company shall only be required to register such amendments number of Registrable Securities pursuant to this Section 2.2(b), such that the offering of such Registrable Securities will not be deemed, in the reasonable judgment of the Company after consultation with the Buyers and post-with the SEC, to be a “primary offering.” The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective amendments under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective, supplemented and amended to the extent necessary to ensure that is available for the resale of all Registrable Securities registered thereunder by the Designated Holders and that it conforms in all material respects to the requirements of the Securities Act during the entire period beginning on the applicable Effectiveness Date and ending on the date on which all Registrable Securities registered thereunder have ceased to be Registrable Securities. (c) If, for any reason, the Company has been unable to include all of the remaining Registrable Securities (including the Cut Back Shares and the shares of Common Stock issued under the New Securities Purchase Agreement ) in the Registration Statement filed pursuant to Section 2.2(b), then the Company shall prepare and file as soon as reasonably possible after the date on which the SEC shall indicate as being the first date or time that such filing may be necessary made, but in any event by the Filing Date therefore, one or more additional Registration Statements covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each such Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available by the Designated Holders of any and all Registrable Securities registered thereunder. The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act during the entire period beginning on the applicable Effectiveness Date and ending on the date on which all Registrable Securities registered thereunder have ceased to be Registrable Securities. For the avoidance of doubt, the Company will prepare and file additional Registration Statements in a timely manner; and comply accordance with the provisions terms hereof until such time as all of the Registrable Securities Act with respect to the disposition of all securities are covered by the effective Registration Statement during the Effectiveness PeriodStatements. (cd) Subject The Company may, at any time it is eligible to Section 2.2do so, file a post-effective amendment on Form S-3 to any Registration Statement when effective will comply as to form in all material respects with all applicable requirements of on Form S-1 for 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 stated therein or necessary to make the statements therein not misleading (and, in the case resale of any prospectus contained then existing Registrable Securities or in any such other manner as is preferred or permitted by the SEC to convert such Registration Statement to a Form S-3 Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of Upon the effectiveness of such Form S-3 Registration Statement, all references to a Registration Statement in this Agreement shall then automatically be deemed to be a reference to the Form S-3 Registration Statement.

Registration. (a) Upon Subject to the written request other applicable provisions of ▇▇▇▇▇▇▇ at any time on or after this Agreement, the six-month anniversary Company shall file, as promptly as reasonably practicable, but no later than the applicable Filing Deadline, (i) the Prospectus Supplement, if permitted by applicable law and the Company determines that registration through a Prospectus Supplement is appropriate in light of the Closing Datepossible termination of WKSI status as of the next determination date under Rule 405 of the 1933 Act, or (ii) a registration statement under the 1933 Act covering the sale or distribution from time to time by the Investors, on a delayed or continuous basis pursuant to Rule 415 of the 1933 Act of all the Registrable Securities and shall provide for the registration of such Registrable Securities for resale by such Investors in accordance with any reasonable method of distribution elected by the Investors (such registration, a “Registration NoticeResale Shelf Registration”), Stratus shall, within sixty days of its receipt of such Registration Notice, file with the SEC a Registration Statement . The registration statement shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form for such purposes) (the “Resale Shelf Registration Statement”), and if the Company is a WKSI as of the Registrable Securitiesfiling date and determines to file a Prospectus Supplement as provided in (a)(i) covering above, the resale of the Registrable Securities. Any Resale Shelf Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇be an Automatic Shelf Registration Statement. If such the Resale Shelf Registration Statement is not automatically effective upon filingan Automatic Shelf Registration Statement, then Stratus the Company shall use its commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective not later than 240 days following Stratus' receipt of by the Registration NoticeCommission as promptly as practicable after the filing thereof, but in any event prior to the Effectiveness Deadline. (b) Stratus shall Once declared effective, the Company shall, subject to the other applicable provisions of this Agreement, use its commercially reasonable best efforts to cause a the Resale Shelf Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended continuously effective and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ usable until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) time as there are no longer any Registrable Securities outstanding or at such time as all of the Registrable Securities are Freely Tradeable (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject If any Shelf Registration ceases to Section 2.2be effective under the 1933 Act for any reason at any time during the Effectiveness Period, the Company shall use its reasonable best efforts to promptly cause such Shelf Registration to again become effective under the 1933 Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration), and in any event shall, promptly amend such Shelf Registration in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration or file an additional registration statement (a “Subsequent Shelf Registration Statement,” and such registration, a Registration Statement when effective will comply as “Subsequent Shelf Registration”) for an offering to form in all material respects with all applicable requirements be made on a delayed or continuous basis pursuant to Rule 415 of the 1933 Act registering the resale from time to time by the Investors of all securities that are Registrable 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 (and, in the case of any prospectus contained in such Registration Statement, in the light as of the circumstances time of such filing. If a Subsequent Shelf Registration is filed, the Company shall use its reasonable best efforts to (i) cause such Subsequent Shelf Registration to become effective under which a statement the 1933 Act as promptly as is made). As soon as reasonably practicable following after such filing, but in no event later than the date that is ninety (90) days after such Subsequent Shelf Registration is filed and (ii) keep such Subsequent Shelf Registration (or another Subsequent Shelf Registration) continuously effective until the end of the Effectiveness Period. Any such Subsequent Shelf Registration shall be a registration statement on Form S-3 to the extent that the Company is eligible to use such form, and if the Company is a WKSI as of the filing date, such registration statement shall be an Automatic Shelf Registration Statement Statement. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by such Investors in accordance with any reasonable method of distribution elected by the Investors. (d) The Company shall supplement and amend any Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration if required by the 1933 Act or as reasonably requested by the Investors covered by such Shelf Registration. (e) If a Person becomes an Investor of Registrable Securities after a Shelf Registration becomes effective under the 1933 Act, the Company shall, as promptly as is reasonably practicable following delivery of written notice to the Company of such Person becoming an Investor and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration: (i) if required and permitted by applicable law, file with the Commission a supplement to the related prospectus or a post-effective amendment to the Shelf Registration so that such Investor is named as a selling securityholder in the Shelf Registration and the related prospectus in such a manner as to permit such Investor to deliver a prospectus to purchasers of the Registrable Securities in accordance with applicable law; (ii) if, pursuant to Section 2(e)(i), the Company shall have filed a post-effective amendment to the Shelf Registration that is not automatically effective, use its reasonable best efforts to cause such post-effective amendment to become effective under the 1933 Act as promptly as is reasonably practicable, but in any event within two by the date that is ninety (290) Business Days of days after the date such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of post-effective amendment is required by Section 2(e)(i) to be filed; and (iii) notify such Investor as promptly as is reasonably practicable after the effectiveness under the 1933 Act of such Registration Statementany post-effective amendment filed pursuant to Section 2(e)(i).

Registration. (a) Upon Subject to the written request other applicable provisions of ▇▇▇▇▇▇▇ at any this Agreement, the Company shall file, as promptly as reasonably practicable, but no later than the Filing Deadline, a registration statement under the 1933 Act covering the sale or distribution from time to time by the Investors, on a delayed or after the six-month anniversary continuous basis pursuant to Rule 415 of the Closing Date1933 Act of all the Registrable Securities and shall provide for the registration of such Registrable Securities for resale by such Investors in accordance with any reasonable method of distribution elected by the Investors (such registration, (the a “Registration NoticeResale Shelf Registration”), Stratus shall, within sixty days of its receipt of such Registration Notice, file with the SEC a Registration Statement . The registration statement shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale of the Registrable Securities) covering the resale of the Registrable Securities. Any Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filingon Form S-3, then Stratus such registration shall be on another appropriate form for such purposes) (the “Resale Shelf Registration Statement”). The Company shall use its commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective not later than 240 days following Stratus' receipt of by the Registration NoticeCommission as promptly as practicable after the filing thereof, but in any event prior to the Effectiveness Deadline. (b) Stratus shall Once declared effective, the Company shall, subject to the other applicable provisions of this Agreement, use its commercially reasonable best efforts to cause a the Resale Shelf Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended continuously effective and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ usable until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) time as there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject If any Shelf Registration ceases to Section 2.2be effective under the 1933 Act for any reason at any time during the Effectiveness Period, the Company shall use its reasonable best efforts to, as promptly as practicable, cause such Shelf Registration to again become effective under the 1933 Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration), and in any event shall, as promptly as practicable, amend such Shelf Registration in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration or file an additional registration statement (a “Subsequent Shelf Registration Statement,” and such registration, a Registration Statement when effective will comply as “Subsequent Shelf Registration”) for an offering to form in all material respects with all applicable requirements be made on a delayed or continuous basis pursuant to Rule 415 of the 1933 Act registering the resale from time to time by the Investors of all securities that are Registrable 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 (and, in the case of any prospectus contained in such Registration Statement, in the light as of the circumstances time of such filing. If a Subsequent Shelf Registration is filed, the Company shall use its reasonable best efforts to (i) cause such Subsequent Shelf Registration to become effective under which a statement the 1933 Act as promptly as is made). As soon as reasonably practicable following after such filing, but in no event later than the date that is forty-five (45) days after such Subsequent Shelf Registration is filed and (ii) keep such Subsequent Shelf Registration (or another Subsequent Shelf Registration) continuously effective and usable until the end of the Effectiveness Period. Any such Subsequent Shelf Registration shall be a registration statement on Form S-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 such Investors in accordance with any reasonable method of distribution elected by the Investors. (d) The Company shall supplement and amend any Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration if required by the 1933 Act or as reasonably requested by the Investors covered by such Shelf Registration. (e) If a Person becomes an Investor of Registrable Securities after a Shelf Registration becomes effective under the 1933 Act, the Company shall, as promptly as is reasonably practicable following delivery of written notice to the Company of such Person becoming an Investor and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration: (i) if required and permitted by applicable law, file with the Commission a supplement to the related prospectus or a post-effective amendment to the Shelf Registration so that such Investor is named as a selling securityholder in the Shelf Registration and the related prospectus in such a manner as to permit such Investor to deliver a prospectus to purchasers of the Registrable Securities in accordance with applicable law; (ii) if, pursuant to Section 2(e)(i), the Company shall have filed a post-effective amendment to the Shelf Registration that is not automatically effective, use its reasonable best efforts to cause such post-effective amendment to become effective under the 1933 Act as promptly as is reasonably practicable, but in any event within two by the date that is thirty (30) days after the date such post-effective amendment is required by Section 2(e)(i) to be filed; and (iii) notify such Investor as promptly as is reasonably practicable after the effectiveness under the 1933 Act of any post-effective amendment filed pursuant to Section 2(e)(i). (f) Notwithstanding the registration obligations set forth in this Section 2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice in the event the Commission informs the Company that all of the effectiveness Registrable Securities cannot be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform in writing each of the Investors and use its reasonable best efforts to file amendments to the Resale Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Resale Shelf Registration Statement and file as promptly as possible a new registration statement (a “New Registration Statement”) on Form S-3, or if Form S-3 is not then available to the Purchaser for such registration statement, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall use its reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly available written or oral guidance, comments, requirements or requests of the Commission staff. Notwithstanding any other provision of this Agreement, if the Commission imposes a limitation on the number of Registrable Securities permitted to be registered on a particular Resale Registration Statement as a secondary offering, unless otherwise directed in writing by an Electing Investor as to further limit its Registrable Securities to be included on the Registration Statement, the number of Registrable Securities to be registered on such Registration Statement will be reduced pro rata among all such Electing Investors whose securities are included in such Resale Registration Statement, subject to a determination by the Commission that certain holders must be reduced first based on the number of Registrable Securities held by such holders. In the event the Company amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission provided to the Purchaser or to registrants of securities in general, 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 Resale Shelf Registration Statement, as amended, or the New Registration Statement.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to each Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale of the Registrable Securities) covering the resale of the Registrable SecuritiesSecurities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). Any The Company shall cause each Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, become effective and requested by, ▇▇▇▇▇▇▇remain effective as provided herein. If such Registration Statement is not automatically effective upon filing, then Stratus The Company shall use its commercially reasonable commercial efforts to cause the first such Registration Statement to be declared effective not under the Securities Act as promptly as possible after the filing thereof, but in any event no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus Effectiveness Date. The Company shall use its commercially reasonable commercial efforts to cause a any subsequent such Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced declared effective under the Securities Act as set forth herein. . The Company shall use its reasonable commercial efforts to keep each Registration Statement continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any is the earlier date of the following occurs: when (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading been sold or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities covered by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to may be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations sold immediately without registration under the Securities Act in and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a timely mannerwritten opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (each, an "Effectiveness Period"). (b) If: (i) any Registration Statement is not filed on or prior to the applicable Filing Date for such Registration Statement; and comply with (ii) a Registration Statement filed hereunder is not declared effective by the provisions of Commission by the Securities Act date required hereby with respect to the disposition of all securities covered such Registration Statement; (iii) after a Registration Statement is filed with and declared effective by the Commission, such Registration Statement during ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness PeriodPeriod applicable to such Registration Statement (without being succeeded immediately by an additional Registration Statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date such Registration Statement is declared effective); or (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days (provided the Company shall not have been able to cure such trading suspension within 30 days of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an "Event," and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 day or 20 consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as "Event Date"), then until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% for each thirty (30) day period (prorated for partial periods) on a daily basis of the original principal amount of each applicable Note. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event has been cured by the Company shall be paid within three (3) days following the date on which such Event has been cured by the Company. (c) Subject to Section 2.2, a Registration Statement when effective will comply as to form in all material respects with all applicable requirements Within three business days of the Securities Act Effectiveness Date, the Company shall cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and the Exchange Act and will not contain an untrue statement can be reissued free of restrictive legend upon notice of a material fact sale by Laurus and confirmation by Laurus that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or omit to state a material fact required to be stated therein or necessary to make in writing that the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light opinion has been withdrawn. Copies of the circumstances under which a statement is made). As soon as practicable following blanket opinion required by this Section 2(c) shall be delivered to Laurus within the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statementtime frame set forth above.

Registration. (ai) Upon The Company shall prepare and file or cause to be prepared and filed with the written request Commission, no later than April 30, 2025 (the “Filing Deadline”), a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 of ▇▇▇▇▇▇▇ the Securities Act registering the resale from time to time by the Holder of all Registrable Securities held by the Holder (the “Resale Registration Statement”). The Resale Registration Statement shall be on Form F-3 or, if the use of Form F-3 is not then available to the Company, on Form F-1 or such other appropriate form permitting registration of such Registrable Securities for resale by the Holder. The Company shall use reasonable best efforts to cause the Resale Registration Statement to be declared effective as soon as possible after filing, but in no event shall the Resale Registration Statement be declared effective later than the earlier of (i) sixty (60) days following the Filing Deadline or (ii) ten (10) Business Days after the Commission notifies the Company that it will not review the Resale Shelf Registration Statement, if applicable (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended by no more than ninety (90) days after the Filing Deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. Once effective, the Company shall keep the Resale Registration Statement continuously effective and supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, to ensure that another registration statement is available, under the Securities Act at all times until such date as all Registrable Securities covered by the Resale Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn (the “Effectiveness Period”). The Resale Registration Statement shall contain a prospectus in such form as to permit the Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on or after the six-month anniversary of the Closing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of effective date for such Registration NoticeStatement, file with the SEC a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of the Registrable Securities. Any Registration Statement and shall provide for the resale of that such Registrable Securities may be sold pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not later than 240 days following Stratus' receipt of the Registration NoticeHolder. (bii) Stratus The Company shall use its commercially reasonable efforts to cause a notify the Holder in writing of the effectiveness of the Resale Registration Statement filed pursuant to this Section 2.1 to be as soon as practicable, and in any event within one (1) Business Day after the Resale Registration Statement becomes effective, supplementedand shall furnish to Holder, amended and replaced to the extent necessary to ensure that it is available for the resale without charge, such number of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any copies of the following occurs: (i) all Registrable Securities covered by such Resale Registration Statement have ceased to be Registrable Securities (including any amendments, supplements and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”exhibits). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (iincluding each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the Holder may reasonably request in order to contain an untrue statement of material fact or omit to state any material fact necessary to make facilitate the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part sale of the Registrable Securities by ▇▇▇▇▇▇▇in the manner described in the Resale Registration Statement. (iii) Subject to the provisions of Section 4(a)(i) above, Stratus the Company shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC Commission from time to time such amendments and post-effective amendments supplements to (or replacements of) the Resale Registration Statement and prospectus used in connection therewith as may be necessary to keep such the Resale Registration Statement (or replacements thereof) effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement Registrable Securities during the Effectiveness Period. If any Resale Registration Statement filed pursuant to Section 4(a)(i) is filed on Form F-3 and thereafter the Company becomes ineligible to use such registration statement for secondary sales, the Company shall promptly notify the Holder of such ineligibility and shall file a shelf registration on Form F-1 or other appropriate form as promptly as practicable (but no later than 14 calendar days after becoming ineligible to use Form F-3) to replace the Resale Registration Statement and use its best efforts to have the such replacement Resale Registration Statement declared effective as promptly as practicable and shall cause such replacement Resale Registration Statement to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Resale Shelf Registration Statement is available or, if not available, that another Resale Registration Statement is available, for the resale of all the Registrable Securities held by the Holder until all such Registrable Securities have been sold; provided, however, that at any time the Company once again becomes eligible to use Form F-3, the Company shall cause such replacement Resale Registration Statement to be amended, or shall file a new replacement Resale Registration Statement, such that the Resale Registration Statement is once again on Form F-3. (civ) Subject to Section 2.2The Company represents and warrants that there are sufficient ADRs registered on a registration statement on Form F-6 and available for issuance in respect of all Warrant ADSs issuable hereunder, a Registration Statement when effective will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act Company covenants that it will cause a sufficient number of ADRs to remain registered on a registration statement on Form F-6 and will not contain an untrue statement of a material fact or omit available for issuance to state a material fact required to be stated therein or necessary to make satisfy the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement Company’s obligations hereunder at all times that this Warrant is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statementoutstanding.

Registration. (a) Upon On or prior to each Filing Date the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement covering the Registrable Securities for a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 or Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale of the Registrable Securities) covering Securities on such Forms, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause the resale of the Registrable Securities. Any Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, become effective and requested by, ▇▇▇▇▇▇▇remain effective as provided herein. If such Registration Statement is not automatically effective upon filing, then Stratus The Company shall use its commercially reasonable commercial efforts to cause such each Registration Statement to be declared effective not under the Securities Act as promptly as possible after the filing thereof, but in any event no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus Effectiveness Date. The Company shall use its commercially reasonable commercial efforts to cause a keep each Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any is the earlier date of the following occurs: when (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and been sold, or (ii) there are no longer any all Registrable Securities outstanding covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), 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 each, an “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (cb) Subject to Section 2.2, a Registration Statement when effective will comply as to form in all material respects with all applicable requirements Within three business days of the Securities Act Effectiveness Date, the Company shall cause its counsel to issue a blanket opinion substantially in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and the Exchange Act and will not contain an untrue statement can be reissued free of restrictive legend upon notice of a material fact sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company or omit to state a material fact required to be stated therein such counsel has not advised the transfer agent orally or necessary to make in writing that the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light opinion has been withdrawn. Copies of the circumstances under which a statement is made). As soon as practicable following blanket opinion required by this Section 2(b) shall be delivered to the date that a Registration Statement becomes effective, but in any event Purchaser within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statementtime frame set forth above.

Registration. (a) Upon On or prior to the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective registration statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or on such other form as is then available to Stratus to effect a registration appropriate for resale of the Registrable Securities) covering the resale of the Registrable Securitiessuch purpose). Any Such Registration Statement shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective not under the Securities Act as promptly as practicable but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus its Effectiveness Date, and shall use its commercially reasonable best efforts to cause a keep the Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the date which is the earliest date on which any of the following occurs: (i) five years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have ceased to be been publicly sold by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and (ii) there are no longer any Registrable Securities outstanding acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Subject to Section 2.2By 5:00 p.m. (New York City time) on the Trading Day immediately following the Effective Date, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus Company shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Commission in accordance with Rule 424 under the Securities ActAct the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (b) If: (i) the Registration Statement is not filed on or prior to its Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the Trading Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) (whether or not such a prospectus is actually required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 20 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 20 Trading 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 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 comply fully with the rules each Holder an amount in cash, as liquidated damages and regulations under the Securities Act in not as a timely manner; and comply with the provisions penalty, equal to 1.0% of the Securities Act aggregate Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement. The parties agree that (1) the Company will not be liable for liquidated damages under this Agreement with respect to any Warrants or Warrant Shares and (2) in no event will the disposition Company be liable for liquidated damages under this Agreement in excess of all securities covered 1.0% of the aggregate Investment Amount of the Holders in any 30-calendar day period, and (3) the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be ten percent (10%) of the aggregate Investment Amount paid by such Holder pursuant to the Registration Statement during Purchase Agreement with respect to Shares which have not yet been sold. The partial liquidated damages pursuant to the Effectiveness Periodterms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. (c) Subject Each Holder agrees to Section 2.2, furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in the Registration Statement when effective will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will shall not contain an untrue statement of a material fact or omit to state a material fact be required to be stated therein pay any liquidated or necessary other damages under Section 2(b) to make any Holder who fails to furnish to the statements therein not misleading Company a fully completed Selling Holder Questionnaire at least three Trading Days prior to the Filing Date (and, subject to the requirements set forth in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is madeSection 3(a). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement).

Registration. (a) Upon On or prior to the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of covering the Registrable Securities) covering the resale of the Registrable SecuritiesSecurities for an offering to be made on a continuous basis pursuant to Rule 415. Any The Registration Statement shall provide be on Form SB-2 (except if the Company is not then eligible to register for resale the resale of Registrable Securities pursuant to any method or combination of methods legally available toon Form SB-2, and requested by, ▇▇▇▇▇▇▇in which case such registration shall be on another appropriate form in accordance herewith). If such The Company shall cause the Registration Statement is not automatically to become effective upon filing, then Stratus and remain effective as provided herein. The Company shall use its commercially reasonable commercial efforts to cause such the Registration Statement to be declared effective not under the Securities Act as promptly as possible after the filing thereof, but in any event no later than 240 days following Stratus' receipt of the Effectiveness Date, and shall keep the Registration Notice. (b) Stratus shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any is the earlier date of the following occurs: when (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading been sold or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations sold immediately without registration under the Securities Act in and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a timely mannerwritten opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). (b) If: (i) any Registration Statement is not filed on or prior to the Filing Date; (ii) a Registration Statement filed hereunder is not declared effective by the Commission by the Effectiveness Date; (iii) after a Registration Statement is filed with and comply with declared effective by the provisions Commission, such Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Securities Act with respect to Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the disposition aggregate per year or more than 20 consecutive calendar days (defined as a period of all securities covered by 365 days commencing on the date the Registration Statement during is declared effective); or (iv) the Effectiveness Period. Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (c3) Subject consecutive Trading Days (provided the Company shall not have been able to Section 2.2, a Registration Statement when effective will comply as to form in all material respects with all applicable requirements cure such trading suspension within 30 days of the Securities Act notice thereof or list the Common Stock on any of the NASDAQ SmallCap Market, the Nasdaq National Market, or the American Stock Exchange (the "Trading Market"))(any such failure or breach being referred to as an "Event," and for purposes of clause (i), (ii) or (v) the Exchange Act and will not contain an untrue statement date on which such Event occurs, or for purposes of a material fact clause (iii) the date which such 30 day or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading 20 consecutive day period (and, in as the case may be) is exceeded, or for purposes of any prospectus contained clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as "Event Date"), then until the applicable Event is cured, the Company shall pay to each Holder an amount in such Registration Statementcash, in the light as liquidated damages and not as a penalty, equal to 2.0% for each thirty (30) day period (prorated for partial periods) on a daily basis of the circumstances under which a statement is made)issued and outstanding Preferred Stock. As soon as practicable Such liquidation damages shall be paid not less than each thirty (30) days during an Event and within three (3) days following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of on which such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of Event has been cured by the effectiveness of such Registration StatementCompany.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to each Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of the 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, on Form S-1 (or on another form appropriate for such purpose). Any Such Registration Statement shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus its Effectiveness Date, and shall use its commercially reasonable best efforts to cause a keep the Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any is the earlier of the following occurs: (i) five years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have ceased to be been publicly sold by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and (ii) there are no longer any Registrable Securities outstanding acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Subject By 5:00 p.m. (New York City time) on the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to Section 2.2, upon the occurrence of any event that would cause the be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (b) Promptly following any date on which the prospectus contained therein (i) Company becomes eligible to contain an untrue use a registration statement of material fact or omit on Form S-3 to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of register the Registrable Securities by ▇▇▇▇▇▇▇for resale, Stratus the Company shall promptly file an appropriate a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments possible thereafter, but in any event prior to the Effectiveness Date therefor. Such Registration Statement 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” attached hereto as may Annex A. The Company shall cause such Registration Statement to be necessary declared effective under the Securities Act as soon as possible but, in any event, by its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period; cause . By 5:00 p.m. (New York City time) on the Prospectus to be supplemented by any required Prospectus supplementEffective Date of such Registration Statement, and as so supplemented to be filed pursuant to the Company shall file with the Commission in accordance with Rule 424 under the Securities Act, and Act the final prospectus to comply fully be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). Any Registration Statement required to be filed under this Section shall include a number of shares of Common Stock equal to not less than the rules and regulations under the Securities Act in a timely manner; and comply with the provisions sum of (i) all of the Securities Act Shares not then covered by an effective Registration Statement and (ii) all Warrant Shares issued and issuable pursuant to the Warrants as of the trading day immediately preceding the applicable date of determination which are not then covered by an effective Registration Statement, subject to adjustment as provided for in the Warrants (without regard to any limitations on exercises of the Warrants, but assuming all such exercises occurred on the Trading Day immediately prior to the date such Registration Statement is filed) and (iii) any securities issued or issuable upon any stock split, dividend, or other distribution, recapitalization or similar event, or any conversion price adjustment with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject to Section 2.2, a Registration Statement when effective will comply as to form in all material respects with all applicable requirements any of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact Shares or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration StatementWarrant Shares.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to each Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC a Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) 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”). (b) If for any reason the Commission does not permit all of the Shares to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any Registrable Securities) Securities are not then included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by its Filing Date, an additional Registration Statement covering the resale of the 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. Any Each such Registration Statement shall provide for contain (except if otherwise directed by the resale Holders) the "Plan of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Distribution" attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to cause each such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus its Effectiveness Date, and shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement continuously effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the its entire Effectiveness Period. (c) Subject If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.23(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 30 calendar days (the “Response Date”) 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 (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before its Effectiveness Date, or (iv) during the Effectiveness Period, a Registration Statement when ceases for any reason to remain continuously effective will comply as to form in all material respects with all applicable requirements of the Registrable Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact for which it is required to be stated effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any and all such cases for more than an aggregate of 20 Trading Days (the “Grace Period”) during any 12-month period during the Effectiveness Period (which need not be consecutive Trading Days)(any such failure or necessary breach being referred to make as an “Event,” and for purposes of clause (i) or (iii) the statements therein date on which such Event occurs, or for purposes of clause (ii) the date which such 30 calendar days is exceeded, or for purposes of clause (iv) the date on which such 20 Trading Days is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not misleading as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement; and (andy) 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 Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be 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 daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. Notwithstanding the foregoing, any prospectus contained in such Registration Statement, in day on which a Force Majeure has occurred or is continuing shall not count toward the light calculation of the circumstances under which number of days for the Filing Date, the Effectiveness Date, the Response Date and a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration StatementGrace Period.

Registration. As soon as possible following the first Additional Closing Date (a) Upon but not later than the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, the Company shall prepare and file with the SEC Commission a “shelf” Registration Statement for the resale of all or such maximum portion of the Registrable Securities as permitted by 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 Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such other form as is then not available to Stratus to effect a the Company on another form appropriate for such registration for resale of the Registrable Securities) covering the resale of the Registrable Securitiesin accordance herewith). Any Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus The Company shall use its commercially reasonable best efforts to cause such the Registration Statement to be declared effective under the Securities Act not later than 240 ninety (90) days following Stratus' receipt after the Filing Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the Registration Notice. date that the Company is notified (borally or in writing, whichever is earlier) Stratus shall use its commercially reasonable efforts to cause by the Commission that a Registration Statement filed pursuant will not be “reviewed,” or not be subject to this Section 2.1 further review) and to be effective, supplemented, amended and replaced to keep such Registration Statement continuously effective under the extent necessary to ensure that it Securities Act until such date as is available for the resale earlier of all Registrable Securities by ▇▇▇▇▇▇▇ until (x) the earliest date on which any of the following occurs: (i) when all Registrable Securities covered by such Registration Statement have ceased been sold or (y) with respect to be such Holder, such time as all Registrable Securities and (iiheld by such Holder may be sold without any restriction pursuant to Rule 144(k) there are no longer any Registrable Securities outstanding as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence The Company shall telephonically request effectiveness of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the a Registration Statement as may 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 necessary the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to keep any Registrable Securities unless such Registration Statement effective during lists the Effectiveness Period; cause the Prospectus Holders of such Registrable Securities as “Selling Stockholders” and includes such other information as is required to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act disclosed with respect to the disposition of all securities covered by the such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). Such Registration Statement during also shall cover, to the Effectiveness Period. (c) Subject to Section 2.2, a Registration Statement when effective will comply as to form in all material respects with all applicable requirements of extent allowable under the Securities Act and the Exchange Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Notwithstanding the foregoing or any other provision of this Agreement, and will not contain an untrue statement subject to the payment of liquidated damages pursuant to Section 7(e), if any SEC Guidance sets forth a material fact or omit to state a material fact required limitation on the number of Registrable Securities permitted to be stated therein 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 necessary a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to make its Registrable Securities, the statements therein not misleading number of Registrable Securities to be registered on such Registration Statement will first be reduced by the Common Stock underlying the Placement Agent Warrants and second by Registrable Securities represented by Warrant Shares (andapplied, 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 Warrant Shares held by such Holders); provided, however, that, prior to any prospectus contained in such Registration Statement, reduction in the light number of the circumstances under which a statement is made). As soon as practicable following the date that Registrable Securities included in a Registration Statement becomes effectiveas set forth in this sentence, but in any event within two (2) Business Days the number of such date, Stratus shares of Common Stock that are not Registrable Securities and which shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of have been included on such Registration StatementStatement shall be reduced by up to 100%.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to each Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale of the Registrable SecuritiesSecurities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) covering the resale of the Registrable Securities. Any Registration Statement and shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus its Effectiveness Date, and shall use its commercially reasonable best efforts to cause a keep such Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any of is two years after the following occurs: (i) Closing Date or such earlier date when all Registrable Securities covered by such Registration Statement have ceased been publicly sold or may be sold without volume restrictions pursuant to be Registrable Securities Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and (ii) there are no longer any Registrable Securities outstanding acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Subject . (b) If for any reason the Commission does not permit all of the Registrable Securities to Section 2.2, upon the occurrence of any event that would cause be included in the Registration Statement filed pursuant to Section 2(a), or for any reason any outstanding Registrable Securities are not then covered by an effective Registration Statement, then the prospectus contained therein (i) to contain Company shall prepare and file by the Filing Date for such Registration Statement, an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for additional Registration Statement covering the resale of all or part of Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities by ▇▇▇▇▇▇▇on Form S-3, Stratus in which case such registration shall promptly file an be on another appropriate amendment to the form for such purpose). Each such Registration Statement curing shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such defect, and, if SEC review is required, use its commercially reasonable efforts to Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause each such amendment Registration Statement to be declared effective under the Securities Act as soon as practicable. Stratus possible but, in any event, by its Effectiveness Date, and shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary use its best efforts to keep such Registration Statement continuously effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the entire Effectiveness Period. (c) Subject If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.23(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before its Effectiveness Date, or (iii) during the Effectiveness Period, a Registration Statement when ceases for any reason to remain continuously effective will comply as to form in all material respects with all applicable requirements of the Registrable Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact for which it is required to be stated effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any and all such cases for more than an aggregate of 20 Trading Days during such Effectiveness Period (which need not be consecutive Trading Days) (any such failure or necessary breach being referred to make as an “Event,” and for purposes of clause (i) or (ii) the statements therein date on which such Event occurs, or for purposes of clause (iii) the date on which such 20 Trading Days is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not misleading as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement; and (andy) 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 Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement; provided, that if an Event shall have occurred and be continuing after the 180th day following the Closing Date, the liquidated damages described above shall be calculated by substituting 2.0% in place of 1.5%; and provided further, that no more than one Event shall be deemed to have occurred and not to have been cured at any time, and such payments shall not be cumulative, so that no more than one payment under the foregoing clauses shall be due in any month to any one Holder (except for amounts owing on account of prior periods). If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be 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 daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of any prospectus contained in such Registration Statement, the first Event Date. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the light of the circumstances under which form attached to this Agreement as Annex B (a statement is made“Selling Holder Questionnaire”). As soon as practicable following The Company shall not be required to include the date that Registrable Securities of a Holder in a Registration Statement becomes effective, but and shall not be required to pay any liquidated or other damages under Section 2(c) hereof to such Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (subject to the requirements set forth in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration StatementSection 3(a)).

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Date, The General Partner shall (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Noticei) prepare, file with the SEC a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of the Registrable Securities. Any Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus shall use its commercially reasonable best efforts to cause such to become effective as soon as practicable thereafter a registration statement (the "Issuance Registration Statement Statement"), which may be on Form S-3, under the Securities Act relating to be declared effective not later than 240 days following Stratus' receipt the Shares issuable by the General Partner upon exercise of the Registration Notice. (b) Stratus shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any Redemption Rights assuming full conversion of the following occurs: (i) all Registrable Securities covered Series C Preferred Units into Common Units and full satisfaction of the Redemption Rights by such Registration Statement have ceased to be Registrable Securities delivery of Shares and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments supplements to the Issuance Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Issuance Registration Statement effective and to comply with the provisions of the Securities Act. The General Partner shall file the Issuance Registration Statement during the Window Period. (b) In the event that, for any reason, the General Partner (i) is unable to cause the Issuance Registration Statement to be declared effective by the SEC within ninety (90) days following the filing date thereof or (ii) otherwise determines that it will be unable to cause the Issuance Registration Statement to be declared effective by the SEC within such ninety (90) day period or that it will be unable or impracticable to keep the Issuance Registration Statement continuously effective, the General Partner shall file with the SEC, within thirty (30) days after the earlier of such ninetieth day and the date of such determination, a registration statement on Form S-3 or other appropriate registration form with the SEC covering the resale by Contributing Party of such Shares and shall use its reasonable best efforts to cause such registration statement (the "Section 4.1(b) Resale Registration Statement") to become effective as soon as practicable thereafter. Following the effective date of the Section 4.1(b) Resale Registration Statement and until the Shares covered by the Section 4.1(b) Resale Registration Statement have been sold or are eligible for resale under Rule 144(k) promulgated under the Securities Act, the General Partner shall keep the Section 4.1(b) Resale Registration Statement current, effective and available for the resale by Contributing Party of the Shares delivered to it pursuant hereto. (c) If the Issuance Registration Statement is not effective for any reason, Shares are issued to the Contributing Party without registration under the Securities Act and a Section 4.1(b) Resale Registration Statement covering the resale of such Shares is not effective, the General Partner shall, upon the written request of any Contributing Party (a "Demand Notice"), cause to be filed as soon as practicable after the date of such request by such Contributing Party a registration statement (a "Demand Resale Registration Statement" and each of a Demand Resale Registration Statement and a Section 4.1(b) Resale Registration Statement is hereinafter sometimes referred to as a "Resale Registration Statement") in accordance with Rule 415 under the Securities Act (or such other rule as is applicable to the proposed sale) relating to the sale by such Contributing Party of all or a portion of the Shares held by such Contributing Party in accordance with the terms hereof, and shall use reasonable best efforts to cause such Demand Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter. The General Partner agrees to use its reasonable best efforts to keep the Demand Resale Registration Statement continuously effective, after its date of effectiveness, with respect to the Shares of the requesting Contributing Party until the earlier of (a) the date on which all of the Shares covered by the Demand Resale Registration Statement have been sold and (b) the date on which all of the Shares held by such Contributing Party have become eligible for sale pursuant to Rule 144(k) (or any successor provision). (d) During the time period when a Resale Registration Statement is required to be current, effective and available under this Section 4.1, the General Partner also shall: (i) promptly prepare and file with the SEC such amendments and supplements to such Resale Registration Statement and the Prospectus relating thereto, as may be necessary to keep such Resale Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition sale of all securities the Shares covered by such Resale Registration Statement whenever Contributing Party shall desire to sell or otherwise dispose of the same but in no event beyond the period in which the Registration Statement during is required to be kept in effect. Upon ten (10) business days' notice, the Effectiveness Period.General Partner shall file any supplement or post-effective amendment to such Resale Registration Statement with respect to the plan of distribution or a Contributing Party's ownership interests in its Shares that is reasonably necessary to permit the sale of such Contributing Party's Shares pursuant to such Resale Registration Statement; (cii) Subject furnish to Section 2.2Contributing Party, a Registration Statement when effective will comply as without charge, such number of authorized copies of the Prospectus relating thereto, and any amendments or supplements to form such Prospectus, in all material respects conformity with all applicable the requirements of the Securities Act Act, and such other documents as Contributing Party may reasonably request in order to facilitate the public sale or other disposition of the Shares owned by Contributing Party; (iii) register or qualify the securities covered by such Resale Registration Statement under state securities or blue sky laws of such jurisdictions as are reasonably required to effect a sale thereof and do any and all other acts and things which may be necessary or appropriate under such state securities or blue sky laws to enable Contributing Party to consummate the public sale or other disposition in such jurisdictions of such securities; (iv) before filing any amendments or supplements to such Resale Registration Statement or the Prospectus relating thereto, furnish copies of all such documents proposed to be filed to the Contributing Party, who shall be afforded a reasonable opportunity to review and comment thereon; provided, however, that all such documents shall be subject to the approval of the Contributing Party insofar as they relate to information concerning the Contributing Party (including, without limitation, the proposed method of distribution of Contributing Party's securities); (v) notify Contributing Party promptly (A) when such Resale Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (B) of any request by the SEC or any state securities authority for amendments and supplements to such Resale Registration Statement and the Exchange Act Prospectus relating thereto or for additional information, and (C) of the happening of any event during the period such Resale Registration Statement is effective which in the judgment of the General Partner makes any statement made in such Resale Registration Statement or such Prospectus untrue in any material respect or which requires the making of any changes in such Resale Registration Statement or such Prospectus in order to make the statements therein not misleading; (vi) cooperate with Contributing Party to facilitate the timely preparation and delivery of certificates representing Shares being sold, which certificates shall not bear any restrictive legends provided the Shares evidenced thereby have been sold in a manner permitted by the Prospectus relating to such Resale Registration Statement; (vii) upon the occurrence of any event contemplated by clause (v)(C) above, promptly prepare and file a supplement or post-effective amendment to such Resale Registration Statement or the Prospectus relating thereto or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Shares, such Prospectus will not contain an 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; provided, however, that the obligation to prepare and file any such supplement or post-effective amendment shall be suspended if the General Partner, relying upon advice of counsel, determines that disclosure of any information required to be included therein would be adverse to its interests, but such suspension (A) shall not extend beyond sixty (60) days with respect to any such specified event and (B) shall not occur more than twice during any period of twelve (12) consecutive months; and (viii) promptly notify each Contributing Party of, and confirm in writing, (A) the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose, or (ii) if, between the effective date of any such Resale Registration Statement and the sale of the Shares to which it relates, the General Partner receives any notification with respect to the suspension of the qualification of the Shares or initiation of any proceeding for such purpose. The General Partner shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such a Registration Statement at the earliest practicable time. (e) The General Partner hereby agrees to indemnify and hold harmless Contributing Party and each person, if any, who controls Contributing Party (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any and all losses, claims, damages, costs and expenses (including reasonable attorneys' fees) ("Claims") to which Contributing Party or such controlling person may become subject, under the Securities Act or otherwise, caused by any untrue statement or alleged untrue statement of a material fact contained in any Resale Registration Statement or the Prospectus relating thereto or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and shall reimburse such Contributing Party and each such controlling person for any legal or other expenses reasonably incurred by such Contributing Party in connection with investigating or defending any such loss as such expenses are incurred; provided, however, that the General Partner shall not be liable insofar as any such losses, claims, damages, costs and expenses (andincluding reasonable attorneys' fees) are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the General Partner by any Contributing Party expressly for use therein. Each Contributing Party agrees to indemnify and hold harmless the General Partner and each person, if any, who controls the General Partner (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any and all Claims to which the General Partner or such controlling person may become subject, under the Securities Act or otherwise, caused by any untrue statement or omission or alleged untrue statement or omission based upon such information furnished in writing to the case General Partner by such Contributing Party. (f) Each Contributing Party agrees that, upon receipt of any prospectus contained in such Registration Statement, in notice from the light General Partner of the circumstances happening of any event of the kind described in clause (d)(v)(C) above and without waiving any rights under clause (d)(vii) above, such Contributing Party will forthwith discontinue disposition of securities pursuant to any Resale Registration Statement until Contributing Party's receipt of the copies of the supplemented or amended Prospectus contemplated by clause (d)(vii) above. (g) The General Partner shall bear all expenses relating to filing the Issuance Registration Statement and each Resale Registration Statement (collectively, the "Registration Statements") and keeping the Registration Statements current, effective and available; provided, however, that the General Partner shall not be responsible for any brokerage fees or underwriting commissions due and payable in connection with the sale of Shares. (h) The General Partner shall use reasonable best efforts to cause all Shares to be listed or otherwise eligible for full trading privileges on the principal national securities exchange (currently the New York Stock Exchange) on which a statement is made). As soon as practicable following shares of Common Stock are then listed on or before the date that on which a Registration Statement covering the Shares becomes effectiveeffective or the Shares are issued by the General Partner to a Contributing Party, but whichever is later. The General Partner will use reasonable best efforts to continue the listing or trading privilege for all Shares on the exchange on which shares of Common Stock are then listed. The General Partner will promptly notify the Contributing Party of, and confirm in any event within two (2) Business Days of such datewriting, Stratus shall provide ▇▇▇▇▇▇▇ with written notice the delisting of the effectiveness Shares. (i) Notwithstanding anything to the contrary contained herein, the General Partner shall have no obligation to keep any Registration Statement effective if the status of such Registration Statementthe General Partner (or its successor) as an Exchange Act Reporting Company is terminated.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to its applicable Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of the Registrable Securities. Any Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (iincluding Contingent Payment Stock, whether or not such Contingent Payment Stock is then issuable) all Registrable Securities not already covered by such an existing and effective Registration Statement have ceased for an offering to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”)made on a continuous basis pursuant to Rule 415. Subject to Section 2.2, upon the occurrence of any event that would cause the Each Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not required to be effective and usable for filed under this Agreement shall be filed on Form S-1 (or if the resale Company is then eligible to utilize Form S-3 promulgated under the Securities Act, on Form S-3, or if another form of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review registration is required, use its commercially reasonable efforts it shall utilize such other available form appropriate for such purpose) and contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s written consent) a “Plan of Distribution” section in substantially the form attached hereto as Annex A. The Company shall cause such amendment each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as soon as practicablepossible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. Stratus By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of each Registration Statement, the Company shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Commission in accordance with Rule 424 under the Securities ActAct the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (b) If for any reason a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the applicable Filing Date an additional Registration Statement to comply fully with register the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition resale of all securities covered by the Registration Statement during the Effectiveness Periodsuch unregistered Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. (c) Subject Each Holder agrees to Section 2.2, furnish to the Company a Registration Statement when effective will comply completed Questionnaire in substantially the form attached to this Agreement 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 Annex B (a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made“Selling Holder Questionnaire”). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement.

Registration. (a) Upon On or prior to the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of the 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. Any The Registration Statement shall provide contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause the Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use its best efforts to keep the Registration Statement effective under the Securities Act until the date which is two years after the Effectiveness Date for such Registration Statement, or such earlier date on which the Holders are able to resell all of their respective Registrable Securities without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act (the "Effectiveness Period"). (b) If for any reason the Commission does not permit all of the Shares to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any Registrable Securities are not permitted by the Commission to be included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by the 30th day following such date, an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇Rule 415. If Each such Registration Statement is not automatically effective shall contain (except if otherwise required pursuant to written comments received from the Commission upon filing, then Stratus a review of such Registration Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause each such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus its Effectiveness Date, and shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the entire Effectiveness Period. (c) Subject to Section 2.2, If: (i) a Registration Statement when effective will comply as is not filed on or prior to form in all material respects with all applicable requirements of its Filing Date (if 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that Company files a Registration Statement becomes effectivewithout affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, but the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, (iii) after its Effective Date, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 45 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an "Event," and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 45 Trading Day-period is exceeded, being referred to as "Event Date"), then, in addition to any event within two other rights available to the Holders under this Agreement or under applicable law,: (2x) Business Days on each such Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1% of the aggregate Investment Amount of such Holder pursuant to the Purchase Agreement; and (y) on each monthly anniversary of each such Event Date thereof (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, Stratus the Company shall provide ▇▇▇▇▇▇▇ with written notice pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2% of the effectiveness aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such Registration Statementlesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of Contractor, the Closing Date, Company shall prepare and file with the Securities and Exchange Commission (the “Commission”) a “shelf” Registration Notice”), Stratus shall, within sixty days Statement covering the resale of its receipt all the restricted shares to be acquired by the Contractor for an offering to be made on a continuous basis pursuant to Rule 415. If for any reason the Commission does not permit all of the restricted shares to be included in such Registration NoticeStatement, then the Company shall not be obligated to include such restricted shares in such Registration Statement but the Company shall prepare and file with the SEC Commission a separate Registration Statement with respect to any such restricted shares not included with the initial Registration Statements, as promptly as reasonably possible, but in no event later than the date which is thirty (30) days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement shall be on Form S-3. In the event Form S-3 is not available for the registration of the resale of restricted shares hereunder, the Company shall (i) register the resale of the restricted shares on another appropriate form in accordance herewith as Contractor may consent and (ii) attempt to register the restricted shares on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statements then in effect until such time as a Registration Statement on Form S-3 (or such other form as is then available covering the restricted shares has been declared effective by the Commission. The Company shall use its commercially reasonable efforts to Stratus to effect a registration for resale facilitate the sale of the Registrable Securities) covering Company’s shares held by the resale of the Registrable Securities. Any Registration Statement shall provide for the resale of Registrable Securities Contractor pursuant to any method or combination of methods legally available to, exemption from registration selected by Contractor in its sole and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus absolute discretion. (b) The Company shall use its commercially reasonable efforts to cause such any Registration Statement to be declared effective not later than 240 days following Stratus' receipt of by the Registration Notice. (b) Stratus Commission as promptly as practicable after the filing thereof, and shall use its commercially reasonable efforts to cause a keep the Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any earlier of the following occurs: (i) the fifth anniversary of the Effective Date, (ii) such time as all Registrable Securities of the stock covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading been sold publicly or (iiiii) not to be effective and usable for the resale of such time as all or part of the Registrable Securities stock covered by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during may be sold by the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed Contractor pursuant to Rule 424 under 144 without volume limitations and without the Securities Act, and to comply fully requirement that there be adequate current public information with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect regards to the disposition of all securities covered by the Registration Statement during the Effectiveness PeriodCompany. (c) Subject to Section 2.2, a Registration Statement when effective will comply The Company shall notify the Contractor in writing as to form in all material respects with all applicable requirements of the Securities Act promptly as reasonably possible (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 (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two one Business Day) after receiving notification from the Commission that the Registration Statement has been declared effective. (2d) Business Days The Company shall pay (or reimburse the Contractor for) the following fees and expenses incident to the performance of such dateor compliance with this Agreement by the Company, Stratus shall provide ▇▇▇▇▇▇▇ (i) all registration and filing fees and expenses, including without limitation those related to filings with written notice the Commission, any Trading Market and in connection with applicable state securities or Blue Sky laws, (ii) printing expenses (including without limitation expenses of printing certificates for Registrable Securities and of printing prospectuses requested by the effectiveness Contractor), (iii) messenger, telephone and delivery expenses, and (iv) fees and expenses of such Registration Statementall other persons retained by the Company.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary Within 30 days of the Closing Datedate of the final closing under the equity financing currently being conducted by the Company (which is currently set to occur on April 6, (2007 but may be extended in the “Registration Notice”sole discretion of the Company’s Board of Directors), Stratus shall, within sixty days of its receipt of such Registration Notice, the Company shall prepare and file with the SEC Commission a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of the 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, on Form S-1 (or on such other form appropriate for such purpose). Any Such Registration Statement shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not later than 240 days following Stratus' receipt of under the Registration Notice. (b) Stratus Securities Act as soon as possible and shall use its commercially reasonable efforts to cause a keep the Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any is the earlier of the following occurs: (i) five years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have ceased to be been publicly sold by ▇▇▇▇▇▇, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by ▇▇▇▇▇▇ pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and (ii) there are no longer any Registrable Securities outstanding reasonably acceptable to the Company’s transfer agent and ▇▇▇▇▇▇ (the “Effectiveness Period”). Subject . (b) If for any reason the Commission does not permit all of the Registrable Securities to Section 2.2, upon the occurrence of any event that would cause be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any outstanding Registrable Securities are not then covered by an effective Registration Statement, then the prospectus contained therein Company shall prepare and file an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1 (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 review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use commercially reasonable efforts to 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 commercially reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. (c) ▇▇▇▇▇▇ agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of ▇▇▇▇▇▇ in a Registration Statement if ▇▇▇▇▇▇ fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the filing of the applicable Registration Statement. ▇▇▇▇▇▇ acknowledges that the Company may, in its sole discretion, include shares of capital stock held by other selling stockholders on any Registration Statement covering the resale of the Registrable Securities. (d) If: (i) a Registration Statement is not filed on or prior to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading June 1, 2007, or (ii) a Registration Statement is not declared effective by the Commission on or prior to August 15, 2007, or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and/or available to ▇▇▇▇▇▇ as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 60 Trading Days (which need not be consecutive) in any twelve (12) month period (any such failure or breach being referred to as an “Event”, and usable for purposes of clauses (i) or (ii) the resale date on which such Event occurs, or for purposes of all or part clause (iii) the date on which such 60 Trading Day period is exceeded, being referred to as “Event Date”), then (x) on each such Event Date the Company shall pay to ▇▇▇▇▇▇ an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the Registrable Securities value of the Shares on the date of this Agreement; and (y) 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 ▇▇▇▇▇▇ an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the value of the Shares on the date of this Agreement; provided, however, in no event shall the Company pay any amounts hereunder in excess of twelve percent (12%) of the value of the Shares on the date of this Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to ▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment 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 Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus terms hereof shall prepare and file with the SEC such amendments and postapply on a daily pro-effective amendments rata basis for any portion of a month prior to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplementcure of an Event, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject to Section 2.2, a Registration Statement when effective 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 stated therein or necessary to make the statements therein not misleading (and, except in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made)first Event Date. As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus Such payments shall provide be ▇▇▇▇▇▇’▇ with written notice of the effectiveness of sole and exclusive remedy for such Registration Statementevents.

Registration. (a) Upon On or prior to the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) 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” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the expiration of the Effectiveness Period. (b) If for any reason the Commission does not permit all of the Shares and Warrant Shares to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason (other than a Holder’s failure to comply with the requirements of Section 2(d) or 6(d)) any Registrable Securities) Securities are not then included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by the 30th day following such date, an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable SecuritiesSecurities on Form S-3, in which case such registration shall be on another appropriate form for such purpose). Any Each such Registration Statement shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the “Plan of Distribution” substantially in the form attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to cause each such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt of the Effectiveness Date for such Registration Notice. (b) Stratus Statement, and shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement continuously effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the entire Effectiveness Period. (c) Subject to Section 2.2, If: (i) a Registration Statement when effective will comply as is not filed on or prior to form in all material respects with all applicable requirements of its Filing Date (if 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that Company files a Registration Statement becomes effectivewithout affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, but the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for an aggregate of more than 20 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 20 Trading Day-period is exceeded, being referred to as “Event Date”), then, in addition to any event within two (2) Business Days other rights available to the Holders under the Transaction Documents or under applicable law, at the option of each Holder, commencing on the date after the Event Date, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to .0003333 of the Investment Amount paid by such Investor under the Purchase Agreement for each day up through the second monthly anniversary of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice Event Date and then .0006666 of the effectiveness Investment Amount paid by such Investor under the Purchase Agreement for each day thereafter until the applicable Event is cured. The liquidated damages referred to in the previous sentence shall be payable every four weeks, beginning on the date which is four weeks from the Event Date. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration StatementStatement and shall not be required to pay any liquidated or other damages under Section 2(c) hereof to such Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least one Trading Day prior to the Filing Date (subject to the requirements set forth in Section 3(a)).

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on or As soon as possible after the six-month anniversary Final Closing of the Closing Offering, but not later than each Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of the 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, on Form SB-2 (or on such other form appropriate for such purpose). Any Such Registration Statement shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not later than 240 days following Stratus' receipt of under the Registration Notice. (b) Stratus Securities Act as soon as possible after it is filed, and shall use its commercially reasonable best efforts to cause a keep the Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any is the earlier of the following occurs: (i) four years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (been publicly sold by the “Effectiveness Period”). Subject to Section 2.2Holders, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (iiiii) not to be effective and usable for the resale of such time as all or part of the Registrable Securities covered by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment such Registration Statement may be sold by the Holders pursuant to Rule 144(k) 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”). (b) Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicablepossible thereafter. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Such Registration Statement 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” attached hereto as may Annex A. The Company shall cause such Registration Statement to be necessary declared effective under the Securities Act as soon as possible and shall use its reasonable best efforts to keep such Registration Statement continuously effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the entire Effectiveness Period. (c) Subject to Section 2.2, If a Registration Statement when effective will comply as is not filed on or prior to form in all material respects with all applicable requirements of its Filing Date (if 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that Company files a Registration Statement becomes effectivewithout affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, but the Company shall not be deemed to have satisfied this clause (i)(such failure or breach being referred to as an “EVENT” and the date on which such Event occurs, being referred to as the “EVENT DATE”), and/or if the Company fails to use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as possible after it is filed, then in addition to any event within two (2) Business Days of such dateother rights the Holders may have hereunder or under applicable law, Stratus the Company shall provide ▇▇▇▇▇▇▇ with written notice issue to the holders of the effectiveness Registrable Securities, as liquidated damages and not as a penalty, warrants (“ADDITIONAL WARRANTS”). The number of Additional Warrants that shall be issued to a Holder is equivalent to two Additional Warrants for every four Warrants owned by such Holder. The Additional Warrants will have a per share exercise price equal to the lower of $2.00 per share. The Additional Warrants will be exercisable for three years, and will be in the same form as the warrants issued as part of the Units in the Offering. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “SELLING HOLDER QUESTIONNAIRE”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration StatementStatement and shall not be required to issue any Additional Warrants or other damages under Section 2(d) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (subject to the requirements set forth in Section 3(a)).

Registration. (a) Upon On or prior to the written request of ▇▇▇▇▇▇▇ at any time on or after Filing Date the six-month anniversary of the Closing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a "shelf" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or on another form appropriate for such registration in accordance herewith). The Company shall (i) not permit any securities other form as is then available to Stratus to effect a registration for resale of than the Registrable Securities) covering the resale of the Registrable Securities. Any Registration Statement shall provide for the resale of Registrable Securities and any shares issuable pursuant to any method warrant issued to any financial advisor or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such placement agent in connection with the transaction described in the Purchase Agreement (the "PLACEMENT SHARES") to be included in the Registration Statement is not automatically effective upon filing, then Stratus shall and (ii) use its commercially reasonable best efforts to cause such the Registration Statement to be declared effective not later than 240 under the Securities Act within 90 days following Stratus' receipt of from the Registration Notice. (b) Stratus shall use its commercially reasonable efforts Closing Date, but in any event prior to cause a the Effectiveness Date, and to keep such Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it Securities Act until such date as is available for the resale earlier of all Registrable Securities by ▇▇▇▇▇▇▇ until (x) the earliest date on which any of the following occurs: (i) when all Registrable Securities covered by such Registration Statement have ceased been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company (such counsel to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (reasonably acceptable to the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence Holders of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part a majority of the Registrable Securities by ▇▇▇▇▇▇▇Securities) pursuant to a written opinion letter, Stratus shall promptly file an appropriate amendment addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If an additional Registration Statement curing such defect, and, if SEC review is required, for any reason, to be filed because the actual number of shares of Common Shares and Warrant Shares exceeds the number of shares of Common Stock initially registered in respect of the Common Shares and the Warrant Shares, the Company shall have 20 Business Days to file such additional Registration Statement, and the Company shall use its commercially reasonable best efforts to cause such amendment additional Registration Statement to be declared effective by the Commission as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to possible, but in no event later than 90 days after filing. (b) If the Registration Statement as may be necessary to keep such Registration Statement effective during covering the Effectiveness Period; cause the Prospectus to be supplemented by any Registrable Securities required Prospectus supplement, and as so supplemented to be filed by the Company pursuant to Rule 424 under Section 2(a) hereof is not declared effective by the Effectiveness Date, then the Company shall make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities Act, and (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to comply fully with each holder of Registrable Securities an amount equal to the rules and regulations under Liquidation Preference (as defined in the Securities Act in a timely manner; and comply with the provisions Certificate of Designations) of the Securities Act Preferred Stock then outstanding and/or of the Common Stock (valued at the higher of $7.00 or the per share Market Price (as defined in the Warrant)), as applicable (the "AGGREGATE SHARE PRICE"), multiplied by the Applicable Percentage (as defined below) times the number of months (prorated for partial months) after the Effectiveness Date and prior to the date the Registration Statement is declared effective by the Commission; PROVIDED, HOWEVER, that there shall be excluded from such period any delays which are soley attributable to changes required by the Investors in the Registration Statement with respect to information relating to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject to Section 2.2, a Registration Statement when effective 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement.Investors,

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to each Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company will use reasonable best efforts to prepare and file with the SEC Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement (i) shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose, including Form S-1) and, if the Company is a WKSI as of the Registrable Securities) covering the resale of the Registrable Securities. Any Filing Date, shall be an Automatic Shelf Registration Statement and (ii) shall provide for contain (except if otherwise requested by the resale Electing Holders or required pursuant to written comments received from the Commission upon a review of such Registration Statement) the Plan of Distribution. The Company will use its reasonable best efforts to cause the Registration Statement to be declared effective or otherwise to become effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and will use its reasonable best efforts to keep the Registration Statement (or a replacement Registration Statement) continuously effective under the Securities Act until the registration rights under this Agreement terminate in accordance with Section 2(c) (the “Effectiveness Period”). In addition, the Company will, promptly and from time to time, use reasonable best efforts to file such additional Registration Statements to cover resales of any Registrable Securities which are not registered for resale pursuant to any method or combination of methods legally available toa pre-existing Registration Statement no later than the Filing Date with respect thereto, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus shall will use its commercially reasonable best efforts to cause such Registration Statement to be declared effective not or otherwise to become effective under the Securities Act as soon as practicable after the applicable Filing Date but, in any event, no later than 240 days the applicable Effectiveness Date, and will use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act at all times during the Effectiveness Period; provided that, the Company will not be obligated to update the Registration Statement and no sales may made under the applicable Registration Statement during any Black-Out Period of which the Holders have received actual notice; and provided further, that if the Registration Statement is on Form S-1, the Effectiveness Period shall not include (and the Company shall not be required to keep the Registration Statement effective during) any period commencing on the date an amendment to the Registration Statement is required to be filed, or has been filed and the amended Registration Statement not yet declared effective by the Commission, to update information as a result of the filing by the Company of an Annual Report on Form 10-K or any other material development that would require, in the reasonable judgment of legal counsel to the Company or upon advice from the staff of the Commission, an amendment to such Registration Statement, provided (i) any required amendment to the Registration Statement is filed promptly by the Company, (ii) any comments of the staff of the Commission with respect to such amended Registration Statement are addressed promptly by the Company and (iii) a request for declaration of effectiveness of such amended Registration Statement is requested by the Company for a date which is not more than five (5) Trading Days following Stratus' the date of receipt of notice or other communication from the staff of the Commission that it has no further comments to the amended Registration NoticeStatement (such period, until such amended Registration Statement is declared effective by the Commission, being herein referred to as an “S-1 Amendment Period”). (b) Stratus shall use its commercially reasonable efforts to cause If the Company at any time during a period the Registration Statement filed pursuant to this Section 2.1 to be effectiveis effective reasonably determines in good faith and in its reasonable judgment, supplementedand based on the advice of outside legal counsel, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such the ongoing registration would be reasonably likely to materially interfere with a bona fide business or financing transaction of the Company, would require premature disclosure of information (the premature disclosure of which could materially and adversely affect the Company) or would otherwise be seriously detrimental to the Company or (ii) that the Registration Statement have ceased is subject to be Registrable Securities a stop order, is no longer effective or is otherwise not Available for use, the Company may suspend sales of securities pursuant to the Registration Statement for a period of not more than seventy five (75) consecutive calendar days or an aggregate of one hundred twenty (120) days in any twelve month period (a “Black-Out Period”) and agrees to (i) furnish to each Holder a certificate signed by an officer of the Company to that effect and (ii) there are no longer notify each Holder promptly upon each of the commencement and termination of each Black-Out Period. Each Holder agrees that, upon any such notice from the Company, it will forthwith discontinue disposition of Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment pursuant to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective until receipt of the Company’s notice as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary termination of the Black-Out Period. Each of the Holders agree to keep the notice of Black-Out Period confidential and shall not disclose such Registration Statement effective during notice or reasons to any Person other than such Holder’s legal counsel or as required by law. For the Effectiveness Period; cause the Prospectus to avoidance of doubt, an S-1 Amendment Period shall not be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in considered a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Black-Out Period. (c) Subject to The registration rights granted under this Section 2.2, a Registration Statement when effective will comply 2 shall automatically terminate at such time 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statementthere are no outstanding Registrable Securities.

Registration. (a) Upon On or prior to the written request applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of ▇▇▇▇▇▇▇ at any time on or after all Registrable Securities (other than in the six-month anniversary case of the Closing initial Registration Statement to be filed under this Section 2(a), the 2008 Make Good Shares and the 2009 Make Good Shares) not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement required to be filed under this Agreement shall be filed on Form S-1 (or if the Company is not then eligible to utilize such form of registration, it shall utilize such other available form appropriate for such purpose) and contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). If for any reason other than due solely to SEC Restrictions, a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of all such unregistered Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. (b) Notwithstanding anything to the contrary contained in this Section 2, if the Company receives Commission Comments, and following discussions with and responses to the Commission in which the Company uses its reasonable best efforts and time to cause as many Registrable Securities (other than the 2008 Make Good Shares and 2009 Make Good Shares, unless the 2008 Delivery Date or 2009 Delivery Date, as the case may be, shall have occurred) for as many Holders as possible to be included in the Registration Statement filed pursuant to Section 2(a) without characterizing any Holder as an underwriter unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire (and in such regard uses its reasonable best efforts to cause the Commission to permit the affected Holders or their respective counsel to participate in Commission conversations on such issue together with Company Counsel, and timely conveys relevant information concerning such issue with the affected Holders or their respective counsel) (the day that such discussions and responses are concluded shall be referred to as the “Tolling Date”), the Company is unable to cause the inclusion of all Registrable Securities, then the Company may, following not less than three (3) Trading Days prior written notice to the Holders (i) remove from the Registration Statement such Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the Commission may require in order for the Commission to allow such Registration NoticeStatement to become effective; provided, that in no event may the Company characterize any Holder as an underwriter unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire (collectively, the “SEC Restrictions”). Unless the SEC Restrictions otherwise require, Stratus shall, within sixty days any cut-back imposed pursuant to this Section 2(b) shall be allocated among the Shares of its receipt of the Holders on a pro rata basis. The required Effectiveness Date for such Registration NoticeStatement will be tolled until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions if such Registrable Securities cannot at such time be resold by the Holders thereof without volume limitations pursuant to Rule 144 (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all provisions of this Section 2 shall again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Securities”) if such Registrable Securities cannot at such time be resold by the Holders thereof without volume limitations pursuant to Rule 144 so that the Company will be required to file with and cause to be declared effective by the SEC Commission such additional Registration Statements in the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities. For the avoidance of doubt, the time period starting from the Tolling Date and ending with the Restriction Termination Date shall be excluded in calculating the applicable Effectiveness Date. (c) Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register Registrable Securities for resale, the Company shall file a Registration Statement on Form S-3 covering all Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement to be filed by the Filing Date for such Registration Statement and declared effective under the Securities Act as soon as possible thereafter, but in any event prior to the Effectiveness Date therefor. Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other form than as to the characterization of any Holder as an underwriter, which shall not occur unless such characterization is then available consistent with written information provided by the Holder in the Selling Holder Questionnaire) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to Stratus keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to effect be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (d) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a registration for resale of the Registrable Securities) Registration Statement covering the resale of the Registrable Securities2008 Make Good Shares on Form S-1 or Form S-3 if the Company is then eligible to utilize such Form (or if the Company is not then eligible to utilize such form of registration, it shall utilize such other available form appropriate for such purpose) and shall cause such Registration Statement to be filed by the Filing Date for such Registration Statement and declared effective under the Securities Act as soon as possible thereafter, but in any event prior to the Effectiveness Date therefor. Any Such Registration Statement shall provide for contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s consent) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period which is applicable to it. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (e) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of Registrable the 2009 Make Good Shares on Form S-1 or Form S-3 if the Company is then eligible to utilize such Form (or if the Company is not then eligible to utilize such form of registration, it shall utilize such other available form appropriate for such purpose) and shall cause such Registration Statement to be filed by the Filing Date for such Registration Statement and declared effective under the Securities Act as soon as possible thereafter, but in any event prior to the Effectiveness Date therefor. Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any method Holder as an underwriter, unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period which is applicable to it. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If not such filing is technically required under such Rule). (f) If: (i) a Registration Statement is not automatically filed on or prior to its Filing Date covering the Registrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) prior to the effective upon filingdate of a Registration Statement, then Stratus shall use its commercially reasonable efforts the Company fails to cause file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of any such Registration Statement as promptly as reasonably possible, but in any event, by the 30th calendar day following the date of the initial comments received from the Commission with respect to a Registration Statement indicating that such amendment is required in order for such Registration Statement to be declared effective, and as promptly as reasonably possible, but in any event, by the 21st calendar day following the date of any subsequent comments received from the Commission with respect to such Registration Statement indicating that such amendment is required in order for such Registration Statement to be declared effective not later than 240 days following Stratus' receipt (any such failure or breach being referred to as an "Event," and for purposes of the Registration Notice. (b) Stratus shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: clauses (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) the date on which such Event occurs, 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 applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to be effective each Holder an amount in cash, as partial liquidated damages and usable for the resale of all or part not as a penalty, equal to 1.0% of the Registrable Securities aggregate Investment Amount paid by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment such Holder for Shares pursuant to the Registration Statement curing Purchase Agreement. In no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Holders in any 30-day period and the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be ten percent (10%) of the aggregate Investment Amount paid by such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments Holder pursuant to the Registration Statement as may be necessary Purchase Agreement. The partial liquidated damages pursuant to keep such Registration Statement effective during the Effectiveness Period; cause terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the Prospectus to be supplemented by any required Prospectus supplementcure of an Event (except in the case of the first Event Date), and as so supplemented shall cease to be filed pursuant to Rule 424 under accrue (unless earlier cured) upon the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions expiration of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (cg) Subject Each Holder agrees to Section 2.2, furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement when effective will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will shall not contain an untrue statement of a material fact or omit to state a material fact be required to be stated therein pay any liquidated or necessary other damages under Section 2(f) to make any Holder who fails to furnish to the statements therein not misleading Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (and, subject to the requirements set forth in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is madeSection 3(a). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement).

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to each Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Parent shall prepare and file with the SEC Commission a Registration Statement covering the Registrable Securities for a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement shall be on Form S-3 (or such other form as except if the Parent is not then available eligible to Stratus to effect a registration register for resale of the Registrable Securities) covering the resale of the Registrable SecuritiesSecurities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). Any The Parent shall cause each Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, become effective and requested by, ▇▇▇▇▇▇▇remain effective as provided herein. If such Registration Statement is not automatically effective upon filing, then Stratus The Parent shall use its commercially reasonable commercial efforts to cause such each Registration Statement to be declared effective not under the Securities Act as promptly as possible after the filing thereof, but in any event no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus Effectiveness Date. The Parent shall use its commercially reasonable commercial efforts to cause a keep each Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any is the earlier date of the following occurs: when (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and been sold or (ii) there are no longer any all Registrable Securities outstanding covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Parent pursuant to a written opinion letter to such effect, addressed and acceptable to the Parent’s transfer agent and the affected Holders (the each, an “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (cb) Subject to Section 2.2, a Registration Statement when effective will comply as to form in all material respects with all applicable requirements Within three business days of the Securities Act Effectiveness Date, the Parent shall cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and the Exchange Act and will not contain an untrue statement can be reissued free of restrictive legend upon notice of a material fact sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Parent has not advised the transfer agent orally or omit to state a material fact required to be stated therein or necessary to make in writing that the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light opinion has been withdrawn. Copies of the circumstances under which a statement is made). As soon as practicable following blanket opinion required by this Section 2(c) shall be delivered to the date that a Registration Statement becomes effective, but in any event Purchaser within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statementtime frame set forth above.

Registration. (a1) Upon Subject to the written request terms and conditions of ▇▇▇▇▇▇▇ at any time on or this Agreement, the Corporation covenants and agrees that as promptly as reasonably practicable after the six-month anniversary of Closing Date (and in any event no later than the date that is 60 days after the Closing Date, Date (the “Registration NoticeDeadline”)), Stratus shall, within sixty days of its receipt of such Registration Notice, file the Corporation shall have prepared and filed with the SEC a Shelf Registration Statement on Form S-3 (defined below) covering all Registrable Securities (or such other form as is then available otherwise designate an existing Shelf Registration Statement filed with the SEC to Stratus to effect a registration for resale of cover the Registrable Securities) covering ), and, to the resale of extent the Registrable Securities. Any Shelf Registration Statement shall provide for the resale of Registrable Securities pursuant to any method has not theretofore been declared effective or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon such filing, then Stratus the Corporation shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared or become effective not later than 240 days following Stratus' receipt of the Registration NoticeDeadline and to keep such Shelf Registration Statement continuously effective and in compliance with the Securities Act and usable for resale of such Registrable Securities for a period from the date of its initial effectiveness until such time as there are no Registrable Securities remaining (including by refiling such Shelf Registration Statement (or a new Shelf Registration Statement) if the initial Shelf Registration Statement expires). (b2) Stratus shall use its commercially reasonable efforts to cause a Registration Statement filed Any registration pursuant to this Section 2.1 4.9(a) shall be effected by means of a shelf registration under the Securities Act (a “Shelf Registration Statement”) in accordance with the methods and distribution set forth in the Shelf Registration Statement and Rule 415. If the Investor or any other holder of Registrable Securities to whom the registration rights conferred by this Agreement have been transferred in compliance with this Agreement intends to distribute any Registrable Securities by means of an underwritten offering it shall promptly so advise the Corporation and the Corporation shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 4.9(c); provided, that the Corporation shall not be required to facilitate an underwritten offering of Registrable Securities unless the expected gross proceeds from such offering exceed $10 million. The lead underwriters in any such distribution shall be selected by the holders of a majority of the Registrable Securities to be effective, supplemented, amended distributed and replaced be reasonably acceptable to the extent necessary Corporation. (3) The Corporation shall not be required to ensure effect a registration (including a resale of Registrable Securities from an effective Shelf Registration Statement) or an underwritten offering pursuant to this Section 4.9(a): (i) with respect to securities that are not Registrable Securities; (ii) during any Scheduled Black-out Period; or (iii) if the Corporation has notified the Investor and all other Holders that in the good faith judgment of the Corporation’s Board of Directors, it would be materially detrimental to the Corporation or its security holders for such registration or underwritten offering to be effected at such time, in which event the Corporation shall have the right to defer such registration or underwritten offering for a period of not more than 45 days after receipt of the request of the Investor or any other Holder; provided that such right to delay a registration or underwritten offering shall be exercised by the Corporation (A) only if the Corporation has generally exercised (or is available concurrently exercising) similar black-out rights against holders of similar securities that have registration rights and (B) not more than twice in any 12-month period and not more than 90 days in the aggregate in any 12-month period. (4) Whenever the Corporation proposes to register any of its equity securities, other than a registration pursuant to Section 4.9(a)(1) or a Special Registration, and the registration form to be filed may be used for the resale registration or qualification for distribution of Registrable Securities, the Corporation will give prompt written notice to the Investor and all other Holders of its intention to effect such a registration (but in no event less than ten days prior to the anticipated filing date) and (subject to clause (6) below) will include in such registration all Registrable Securities by ▇▇▇▇▇▇▇ until with respect to which the earliest Corporation has received written requests for inclusion therein within ten business days after the date on which any of the following occurs: Corporation’s notice (a “Piggyback Registration”). Any such person that has made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Corporation and the managing underwriter, if any, on or before the fifth business day prior to the planned effective date of such Piggyback Registration. The Corporation may terminate or withdraw any registration under this Section 4.9(a)(4) prior to the effectiveness of such registration, whether or not the Investor or any other Holders have elected to include Registrable Securities in such registration. “Special Registration” means the registration of (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence shares of any event that would cause the Registration Statement equity securities and/or options or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not other rights in respect thereof to be effective and usable for the resale offered to directors, members of all management, employees, consultants, customers, lenders or part vendors of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file Corporation or Corporation Subsidiaries or in connection with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Perioddividend reinvestment plans. (c) Subject to Section 2.2, a Registration Statement when effective 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to each Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of the Registrable SecuritiesSecurities as would permit or facilitate the resale and distribution of all the Registrable Securities in the manner reasonably requested by the Holders. Any The Registration Statement shall provide for be on Form S-1 and shall contain (unless otherwise directed by the resale Holders) substantially the “Plan of Registrable Securities pursuant Distribution” attached hereto as Annex A. Subject to any method or combination the terms of methods legally available tothis Agreement, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effectivedeclared effective under the Securities Act as promptly as possible after the filing thereof, supplemented, amended and replaced shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased been sold or may be sold without volume restrictions pursuant to be Registrable Securities Rule 144 as determined by 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, but in no event more than three (ii3) there are no longer any Registrable Securities outstanding years from the Final Closing Date (the “Effectiveness Period”). Subject The Company shall notify the Holders via facsimile or other electronic transmission of the effectiveness of a Registration Statement on the same Business Day that the Company telephonically confirms effectiveness with the SEC. Failure to so notify the Holder within three (3) Business Days of such confirmation shall be deemed an Event under Section 2.22(c). (b) Notwithstanding anything to the contrary in this Agreement, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company such that Rule 415 is not available to the Company to register the resale of such Registrable Securities and as a result the Staff or the SEC does not permit such Registration Statement to become effective and used for resales in a manner that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Registration Statement by all Holders until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Company shall reduce the number of Registrable Securities to be included by all Holders on a pro rata basis (based upon the occurrence number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of shares by a particular Holder or a particular set of Holders results in the Staff or the SEC’s taking the position that the inclusion of such Registrable Securities by such Holders would constitute a registration “by or on behalf of the Company,” in which event the shares held by such Holder or set of Holders shall be the only shares subject to reduction (and if by a set of Holders on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of shares by all such Holders). In addition, in the event that the Staff or the SEC requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” (an “Underwriter Identification”) in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Staff or the SEC does not require such Underwriter Identification or until such Holder accepts such Underwriter Identification and the manner thereof. In the event of any reduction in Registrable Securities pursuant to this Section 2(b) (such Registrable Securities, the “SEC Non-Registrable Securities”), if requested by a Holder holding Registrable Securities that were so excluded from such registration, the Company shall use its reasonable best efforts to cause such SEC Non-Registrable Securities to be registered to the greatest extent and at the earliest opportunity practicable and in any event not later 90 days after the earliest practicable date permitted under applicable guidance of the SEC and the Staff (and shall use its reasonable best efforts to effect additional registrations of SEC Non-Registrable Securities until all such securities have been included in additional Registration Statements). (c) Notwithstanding anything to the contrary in this Agreement, a Holder shall have the right to require the Company to exclude all or any portion of such Holder’s Registrable Securities from any Registration Statement, by written notice to the Company upon such Holder’s reasonable belief that would cause (i) inclusion of such Registrable Securities in the Registration Statement could subject such Holder to underwriter liability, or (ii) the SEC or the Staff will impose restrictions and terms on the disposition of such Registrable Securities that are materially inconsistent with the Plan of Distribution attached hereto as Annex A. In such event, the Company shall be required to file a new registration statement for such excluded shares in accordance with Section 2(b). (d) If: (i) a Registration Statement is not filed on or prior to its Filing Date, or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or is not subject to further review, or (iii) a Registration Statement filed is not declared effective by the SEC by its Effectiveness Date and the Company has not exercised its Reasonable Best Efforts to secure the Registration Statement’s effectiveness with the SEC, or (iv) after the Effectiveness Date, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities (other than SEC Non-Registrable Securities) for which it is required to be effective prior to the expiration of the Effectiveness Period, without being promptly succeeded by a subsequent Registration Statement filed with and declared effective by the SEC, and the Company has not exercised its Reasonable Best Efforts to regain the effectiveness of the Registration Statement or the prospectus contained Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 10 consecutive Business Days or more than an aggregate of 15 Business Days during any 12-month period (which need not be consecutive Business Days) and the Company has not exercised its Reasonable Best Efforts to regain the utility of the Prospectus for the purpose of reselling such Registrable Securities immediately upon discovering that the Prospectus has lost its utility for such purposes (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) to contain an untrue statement or (iv) the date on which such Event occurs, or for purposes of material fact or omit to state any material fact necessary to make the statements therein not misleading or clause (ii) the date on which such five Business Day period is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 Business 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 applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash(or in stock at the sole discretion of the Holder), as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Purchased Securities then held by such Holder (other than SEC Non-Registrable Securities); provided, however, that the Company shall not incur liquidated damages under this Section 2(b) if such Event occurs after the expiration of the Effectiveness Period; [provided, further, that the Company shall not incur liquidated damages under this Section 2(b) in excess of 10.0% of the aggregate purchase price paid by any Holder pursuant to the Purchase Agreement for any Purchased Securities (other than SEC Non-Registrable Securities) then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be 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.] Notwithstanding anything to the contrary in this paragraph (b), if (I) any of the Events described in clauses (i), (ii), (iii), or (iv) shall have occurred, (II) on or prior to the applicable Event Date, the Company shall have exercised its rights under Section 3(j) hereof and (III) the postponement or suspension permitted pursuant to such Section 3(j) shall remain effective and usable as of such applicable Event Date, then the applicable Event Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Notwithstanding the foregoing, the Company shall not be obligated to pay liquidated damages for a delay or suspension of effectiveness as a result of the resale suspension provided in Section 3(j). Notwithstanding anything to the contrary in this Agreement, in the event that the SEC or the Staff (whether by means of all a comment letter provided by the SEC or part the Staff relating to the Registration Statement or otherwise) makes a determination that the registration of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to under the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment may not be appropriately characterized as secondary offerings that are eligible to be declared effective made on a shelf basis under Rule 415 or that one or more of the Holders should be named as soon as practicable. Stratus shall prepare and file with an underwriter therein, then the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and failure to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act Section 2(a) with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject to Section 2.2, a Registration Statement when effective will comply as to form in all material respects with all applicable requirements of the such SEC Non-Registrable Securities Act and the Exchange Act and will shall not contain an untrue statement of a material fact or omit to state a material fact required be deemed to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statementan Event.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to each Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement or Registration Statements (as necessary) on Form S-3 (or covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is then available to Stratus to effect for such a registration for resale of the Registrable Securities) covering the resale of the Registrable Securitiesregistration. Any Such Registration Statement shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus its Effectiveness Date, and shall use its commercially reasonable best efforts to cause a keep the Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any is the earlier of the following occurs: (i) five (5) years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have ceased been publicly sold by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k) 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"). (b) If for any reason the Commission does not permit all of the Registrable Securities to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any outstanding Registrable Securities are not then covered by an effective Registration Statement, then the prospectus contained therein (i) to contain Company shall prepare and file by the Filing Date for such Registration Statement, an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for additional Registration Statement covering the resale of all or part of the Registrable Securities not already covered by ▇▇▇▇▇▇▇an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, Stratus shall promptly file on an appropriate amendment to the form for such purpose. Each such Registration Statement curing shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such defect, and, if SEC review is required, use its commercially reasonable efforts to Registration Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause each such amendment Registration Statement to be declared effective under the Securities Act as soon as practicable. Stratus possible but, in any event, by its Effectiveness Date, and shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary use its reasonable best efforts to keep such Registration Statement continuously effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the entire Effectiveness Period. (c) Subject to Section 2.2, If: (i) a Registration Statement when is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective will comply by the Commission on or prior to its required Effectiveness Date, or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and/or available to the Holders as to form in all material respects with all applicable requirements Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period, the Company agrees to use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act for an additional period of time, beginning on the last day of the Effectiveness Period, equal to the aggregate amount of days that passed before the Company cured any and all events referred to in clauses (i), (ii) and (iii) herein. (d) Each Holder agrees to furnish to the Exchange Act and will Company a completed Questionnaire in the form attached to this Agreement as Annex B (a "SELLING HOLDER QUESTIONNAIRE"). The Company shall not contain an untrue statement be required to include the Registrable Securities 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 (and, Holder in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effectivewho fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (subject to the requirements set forth in Section 3(a)). (e) In the event that Form S-3 is not available for any registration of Registrable Securities hereunder, but in any event within two the Company shall (2i) Business Days register the sale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such dateform is available; provided, Stratus however, that the Company shall provide ▇▇▇▇▇▇▇ with written notice of maintain the effectiveness of the Registration Statement then in effect until such time as a Registration StatementStatement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

Registration. (a) Upon Subject to the written request provisions of ▇▇▇▇▇▇▇ at any time on or after Section 2(b) below, the six-month anniversary of the Closing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company will file with the SEC Commission a Registration Statement registration statement on Form S-3 (the "Issuance Registration Statement") under Rule 415 under the Securities Act relating to the issuance to the Investors of Common Shares upon redemption of Common Units, such filing to be made on or within five business days after the first anniversary of the date hereof (the "Filing Date"); provided, however, that, notwithstanding the foregoing, the Filing Date may be such other form date as is then available to Stratus to effect a registration for resale may be required under applicable provisions of the Registrable Securities) covering Securities Act or by the resale Commission pursuant to its interpretations of the Registrable SecuritiesSecurities Act, the Exchange Act and other applicable federal securities laws. Any Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus The Company shall use its commercially reasonable best efforts to cause such the Issuance Registration Statement to be declared effective not later than 240 by the Commission for all Registrable Shares covered thereby as soon as practicable thereafter. In the event the Company is unable to cause such Issuance Registration Statement to be declared effective by the Commission within ninety (90) days following Stratus' receipt the Filing Date, then the rights of the Holders set forth in Section 2(b) below shall apply to the Registrable Shares. Notwithstanding the availability of rights under Section 2(b), the Company shall continue to use its reasonable best efforts to cause the Issuance Registration NoticeStatement to be declared effective by the Commission until such time as the Company shall have filed and had declared effective a Shelf Registration Statement in accordance with Section 2(b). If the Issuance Registration Statement is declared effective by the Commission, the Company agrees to use its reasonable best efforts to keep such Issuance Registration Statement continuously effective until all Holders have tendered for redemption their Common Units. (b) Stratus shall use its commercially reasonable efforts In the event that Form S-3 is unavailable at the Filing Date as a form for an Issuance Registration Statement, or Form S-3 becomes unavailable as a form for an Issuance Registration Statement following the Filing Date, or the Company is unable, for any reason, to cause a an Issuance Registration Statement filed pursuant to this Section 2.1 to be effectivedeclared effective by the Commission within ninety (90) days following the Filing Date, supplementedthen within ten (10) days after the occurrence of any such event, amended and replaced the Company shall file a registration statement on Form S-3 or another appropriate form (a "Shelf Registration Statement") under Rule 415 under the Securities Act relating to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased Shares. The Company agrees to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable best efforts to cause such amendment Shelf Registration Statement to be declared effective as soon as practicable. Stratus shall prepare by the Commission and file with the SEC to keep such amendments and post-effective amendments to the Shelf Registration Statement as may be effective until the date that is the earliest of (i) two (2) years following the date on which the last Holder tendered for redemption any Common Units, (b) the date on which all Registrable Shares have been disposed of by Holders, and (c) the date on which it is no longer necessary to keep such the Shelf Registration Statement effective during because the Effectiveness Period; cause the Prospectus to Registrable Shares may be supplemented by any required Prospectus supplement, and as so supplemented to be filed freely sold without limitation on volume or manner of sale pursuant to Rule 424 under 144. After the Securities ActCompany has filed the Shelf Registration Statement and it is declared effective, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions any obligation of the Securities Act with respect Company to the disposition of all securities covered by the file an Issuance Registration Statement during pursuant to Section 2(a) above shall be suspended for so long as the Effectiveness PeriodShelf Registration Statement remains effective. (c) Subject Notwithstanding the foregoing, the Company shall have the right (the "Suspension Right") to Section 2.2, a defer any such filing (or suspend sales under any filed Registration Statement when effective will comply as or defer the updating of any filed Registration Statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to form in all material respects with all applicable requirements the Holders a certificate signed by an executive officer or any director 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 stated therein or necessary to make the statements therein not misleading (andCompany stating that, in the case good faith judgment of any prospectus contained in the Company, it would be detrimental to the Company and its stockholders to file such Registration Statement or amendment thereto at such time (or continue sales under a filed Registration Statement, in ) and therefore the light of Company has elected to defer the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness filing of such Registration Statement (or suspend sales under a filed Registration Statement).

Registration. (a) Upon On or prior to the written request of ▇▇▇▇▇▇▇ at any time on or after Filing Date the six-month anniversary of the Closing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a "shelf" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 2(a) that are eligible for sale pursuant to Rule 144 of the Securities Act. The Registration Statement shall be on Form S-3 (or on another form appropriate for such registration in accordance herewith). The Company shall (i) not permit any securities other form as is then available to Stratus to effect a registration for resale of than the Registrable Securities) covering Securities to be included in the resale of the Registrable Securities. Any Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus shall (ii) use its commercially reasonable best efforts to cause such the Registration Statement to be declared effective not later than 240 days following Stratus' receipt under the Securities Act (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the Registration Notice. date that the Company is notified (borally or in writing, whichever is earlier) Stratus shall use its commercially reasonable efforts to cause by the Commission that a Registration Statement filed pursuant will not be "reviewed," or not be subject to this Section 2.1 further review) within sixty (60) days from the Filing Date, and to be effective, supplemented, amended and replaced to keep such Registration Statement continuously effective under the extent necessary to ensure that it Securities Act until such date as is available for the resale earlier of all Registrable Securities by ▇▇▇▇▇▇▇ until (x) the earliest date on which any of the following occurs: (i) when all Registrable Securities covered by such Registration Statement have ceased been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If an additional Registration Statement is required, for any reason, to be Registrable Securities filed because the actual number of shares of Common Shares and Option Shares exceeds the number of shares of Common Stock initially registered in respect of the Common Shares and the Option Shares based upon the computation on the Closing Date, the Company shall have 20 Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than 30 days after filing. (b) If (i) there is material non-public information regarding the Company which the Company's Board of Directors (the "Board") reasonably determines not to be in the Company's best interest to disclose and which the Company is not otherwise required to disclose, or (ii) there are no longer is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any Registrable Securities outstanding merger, consolidation, tender offer or other similar transaction) available to the Company which the Board reasonably determines not to be in the Company's best interest to disclose and which the Company would be required to disclose under the Registration Statement, then the Company may postpone or suspend filing or effectiveness of a registration statement for a period not to exceed 90 consecutive days, provided that the Company may not postpone or suspend its obligation under this Section 2(b) for more than 120 days in the aggregate during any 12 month period (each, a "Blackout Period"). (c) In connection with the “Effectiveness Period”Company's registration obligations under this Section 2, the Company shall (i) Prepare and file with the Commission on or prior to the Filing Date, a Registration Statement on Form S-3 (or on another form appropriate for such registration in accordance herewith) in accordance with the method or methods of distribution thereof as specified by the Holders (except if otherwise directed by the Holders). Subject to Section 2.2, upon the occurrence of any event that would and cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than five (5) Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), the prospectus contained therein Company shall (ix) furnish to contain an untrue statement the Holders and any Special Counsel, copies of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not all such documents proposed to be effective filed, which documents (other than those incorporated by reference) will be subject to the review of such Holders and usable for such Special Counsel, and (y) the resale Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of all or part a majority of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus or any Special Counsel shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare reasonably object in writing within three (3) Business Days of their receipt thereof; (ii) Prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments amendments, to the Registration Statement as may be necessary to keep such the Registration Statement continuously effective during as to the applicable Registrable Securities for the Effectiveness Period; Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (iii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act, and to ; (iv) comply fully with the rules and regulations under the Securities Act in a timely manner; and comply all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by the Registration Statement during the Effectiveness Period.applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such Prospectus as so supplemented; and (cv) Subject Prior to Section 2.2any public offering of Registrable Securities, use its best efforts to register or qualify or cooperate with the selling Holders and any Special Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Registration Statement when effective will comply as to form in all material respects with all applicable requirements of Statement; provided, however, that the Securities Act and the Exchange Act and will Company shall not contain an untrue statement of a material fact or omit to state a material fact be required to be stated therein or necessary qualify generally to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but do business in any event within two (2) Business Days jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process in any such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of jurisdiction where it is not then so subject or subject the effectiveness of Company to any material tax in any such Registration Statementjurisdiction where it is not then so subject.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to each Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement covering the Registrable Securities for a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale of the Registrable Securities) covering the resale of the Registrable SecuritiesSecurities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). Any The Company shall cause each Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, become effective and requested by, ▇▇▇▇▇▇▇remain effective as provided herein. If such Registration Statement is not automatically effective upon filing, then Stratus The Company shall use its commercially reasonable efforts to cause such each Registration Statement to be declared effective not under the Securities Act as promptly as possible after the filing thereof, but in any event no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus Effectiveness Date. The Company shall use its commercially reasonable commercial efforts to cause a keep each Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any is the earlier date of the following occurs: when (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and been sold or (ii) there are no longer any all Registrable Securities outstanding covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), 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 each, an “Effectiveness Period”). Subject . (b) If for any reason the Commission does not permit all of the Registrable Securities to Section 2.2be included in a Registration Statement filed pursuant to this Agreement, upon then the occurrence of any Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filling may be made, but, in the event that would cause the Commission does not so specify, no later than 180 days after the immediately prior Registration Statement or has been declared effective by the prospectus contained therein Commission (iit being understood that this Section 2(b) is applicable to contain any such subsequent Registration Statement), an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for additional Registration Statement covering the resale of all or part of the Registrable Securities not already covered by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the existing and effective Registration Statement curing for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall cause each such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment Registration Statement to be declared effective under the Securities Act as soon as practicable. Stratus possible but, in any event, no later than its Effectiveness Date, and shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary use its reasonable commercial efforts to keep such Registration Statement continuously effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the entire Effectiveness Period. (c) Subject to Section 2.2If at any time during the Effectiveness Period, less than 100% of the then Registrable Securities are then registered in a Registration Statement(s), then the Company shall file, as soon as reasonably practicable, but in any case prior to the applicable Filing Date, subject to any restrictions imposed by Rule 415, an additional Registration Statement when covering the resale by the Holders of not less than 100% of the number of Registrable Securities. (d) If: (i) the Registration Statement is not filed on or prior to the Filing Date; (ii) the Registration Statement is not declared effective will comply by the Commission by the Effectiveness Date; (iii) after the Registration Statement is filed with and declared effective by the Commission, the Registration Statement ceases to be effective (by suspension or otherwise) as to form in all material respects with all applicable requirements any Registrable Securities to which it is required to relate at any time prior to the expiration of the Securities Act Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 Trading Days in the Exchange Act aggregate per year or more than 20 consecutive Trading Days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective); or (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days (provided the Company shall not have been able to cure such trading suspension within 30 days of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “Event,” and will for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 day or 20 consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as “Event Date”), then until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not contain as a penalty, equal to 1.0% for each thirty (30) day period (prorated for partial periods) on a daily basis of the original principal amount of the Note; provided that, the maximum aggregate amount of liquidated damages that may be charged to the Company pursuant to this Section 2(b) shall not exceed 10% of the initial Principal Amount of the Note. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an untrue statement of a material fact or omit Event has been cured by the Company shall be paid within three (3) days following the date on which such Event has been cured by the Company. (e) Notwithstanding anything to state a material fact required to be stated therein or necessary to make the statements therein not misleading (andcontrary contained in this Agreement, in the case event the Commission determines any Registration Statement filed pursuant to this Agreement (i) constitutes a primary offering of securities by the Company or (ii) requires any prospectus contained Holder to be named as an underwriter and such Holder does not consent to being so named as an underwriter in such Registration Statement, the Company may reduce, on a pro rata basis, the total number of Registrable Securities to be registered on behalf of each such Holder, and the failure to include such Registratble Securities in any Registration Statement shall not cause the light Company to be required to pay a penalty, financial or otherwise, as described in this Agreement, including, without limitation, any liquidated damages as set forth in Section 2(d) hereof. In the even of any such reduction in Registrable Securities, the circumstances under which a statement is made). As soon as practicable following the date that Company shall file a Registration Statement becomes effectiveat such time as the Commission shall indicate as being the first date or time that such filing may be made, but no later than 180 days after the immediately prior Registration Statement has been declared effective by the Commission, until such time as (i) all Registrable Securities have been registered pursuant to an effective Registration Statement, (ii) the Registrable Securities may be resold without restriction (including volume limitations) pursuant to Rule 144(k) of the Securities Act or (iii) the Holder agrees to be named as an underwriter in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement. (f) Within three business days of the Effectiveness Date, the Company shall cause its counsel to issue an opinion substantially in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn. Copies of the opinion required by this Section 2(c) shall be delivered to the Purchaser within the time frame set forth above.

Registration. (a) Upon On or prior to the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing applicable Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. If for any reason the SEC does not permit all of the Registrable SecuritiesSecurities to be included in such Registration Statement, then the Company shall prepare and file with the SEC a separate Registration Statement with respect to any such Registrable Securities not included in the initial Registration Statement, as expeditiously as possible, but in no event later than the applicable Filing Date. Any The Registration Statement shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the SEC upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause each such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt the Effectiveness Date, and shall use its best efforts to keep each such Registration Statement effective under the Securities Act until the date which is three years after the Effectiveness Date for such Registration Statement, or such earlier date as of which all of the Registration NoticeRegistrable Securities registered for resale thereunder have been sold (the "EFFECTIVENESS PERIOD"). (b) Stratus shall use its commercially reasonable efforts to cause If: a Registration Statement filed pursuant is not declared effective by the SEC on or prior to this Section 2.1 its required Effectiveness Date, (any such failure or breach being referred to be effectiveas an "EVENT," and, supplemented, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which such Event occurs, "EVENT DATE"), then, in addition to any other rights available to the Holders under this Agreement or under applicable law, until the applicable Event is cured, with respect to each 30-day period, following such Event Date the Company shall on the last business day of the following occurseach 30-day period, issue to each Holder shares of Common Stock as follows: (i) all with respect to Holders who or which were party to the Purchase Agreement and purchased Registrable Securities covered by thereunder, the Company shall issue to each such Registration Statement have ceased to be Registrable Securities Holder such number of shares of Common Stock as shall equal 2% of such Holder's Investment Amount under the Purchase Agreement based on the per Share Purchase Price and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to Sunrise and/or its designee(s), the disposition Company shall issue to each such Holder such number of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject to Section 2.2, a Registration Statement when effective will comply shares of Common Stock as to form in all material respects with all applicable requirements shall equal 2% 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made)Holder's Deemed Investment Amount. As soon used herein, the term "Deemed Investment Amount" shall mean, with respect to a particular Holder, the amount equal to the product of (A) the number of Registrable Securities held by such Holder (other than Penalty Shares), and (B) an amount equal to the Per Share Purchase Price. Any shares issued to Holders under this Section 2(b) shall be referred to as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement"PENALTY SHARES."

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing DateThe Company shall, as soon as practicable, but in no event later than March 31, 2016 (the “Registration NoticeFiling Deadline”), Stratus shall, within sixty days of its receipt of such Registration Notice, prepare and file with the SEC a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Such 29 Registration Statement shall be on Form S-3 F-3 (or or, if Form F-3 is not then available to the Company, on such other form of Registration Statement as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of the Registrable Securities). Any Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus The Company shall use its commercially reasonable best efforts (i) to cause such Registration Statement to be declared effective not later than 240 days following Stratus' receipt of by the Registration Notice. SEC under the Securities Act (bunless it becomes effective automatically upon filing) Stratus as promptly as possible after the filing thereof, and shall use its commercially reasonable efforts respond to cause a any comments received from the SEC within ten (10) Business Days, and (ii) to keep such Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it Securities Act until such date as is available for the resale earlier of all Registrable Securities by ▇▇▇▇▇▇▇ until (x) the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased to be been sold or (y) the date on which the Registrable Securities and (ii) there are no longer may be sold without any Registrable Securities outstanding restriction pursuant to Rule 144 (the “Effectiveness Effective Period”). Subject to Section 2.2, upon Such Registration Statement shall not include any Ordinary Shares or other securities for the occurrence account of any other holder without the prior written consent of Investor. Notwithstanding the registration obligations set forth in this Section 8.16, if the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 under the Securities Act, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder and use its best efforts to file amendments to the Registration Statement as required by the SEC and/or (ii) withdraw the Registration Statement and file a new Registration Statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form F-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its best efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the SEC’s staff (“Commission Guidance”). In the event that would cause the Company amends the Registration Statement or files a New Registration Statement, as the prospectus contained therein case may be, under clauses (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) above, the Company will use its best efforts to file with the SEC, as promptly as allowed by the SEC or Commission Guidance, one or more Registration Statements on Form F-3 or such other forms available to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended, or the New Registration Statement (the “Additional Registration Statements”). For purposes of this Agreement, the filing deadline of a New Registration Statement and an Additional Registration Statement shall be the tenth (10th) day after the date that the Company is allowed to be file such New Registration Statement or Additional Registration Statement, as applicable, by the SEC or Commission Guidance. (b) Subject to the requirements of Section 8.16(a) regarding the Filing Deadline, whenever required to effect the registration of any Registrable Securities under this Agreement, the Company shall, as expeditiously as possible: (i) prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and use its best efforts to cause a Registration Statement that registers such Registrable Securities to become effective, and keep such Registration Statement effective and usable for the resale of until all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall have been disposed of; (ii) prepare and file with the SEC such amendments and post-effective amendments supplements to such Registration Statement and the Prospectus used in connection with such Registration Statement as may be necessary to keep such the Registration Statement effective during for the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, Effective Period and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by the such Registration Statement during the Effectiveness Period.Statement; (ciii) Subject furnish to Section 2.2each Holder a Prospectus (which requirement may be fulfilled by the public filing of such Prospectus on ▇▇▇▇▇, including a Registration Statement when effective will comply as to form preliminary prospectus, in all material respects conformity with all applicable the requirements of the Securities Act Act, and such other documents as the Exchange Act Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by it that are included in such registration; (iv) notify each Holder and will its counsel in writing (i) of the receipt by the Company of any notification with respect to any comments by the SEC with respect to such Registration Statement or Prospectus or any amendment or supplement thereto or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose, (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes, and (iv) of the existence of any fact or the happening of any event that causes the Company to become an “ineligible issuer,” as defined in Rule 405; (v) use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment; (vi) use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities Laws of such jurisdictions as shall be reasonably requested by the Investor; (vii) immediately notify each Holder, at any time prior to the end of the Effective 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 a material fact required to be stated therein or necessary to make the statements therein not contain misleading in the light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to each Holder a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under then existing; (viii) use its best efforts to list such Registrable Securities on each securities exchange on which the Ordinary Shares (including American depositary shares representing the Ordinary Shares) are then listed; and (ix) cooperate with each Holder and the Depositary to facilitate the timely delivery of ADSs (in book entry or certificated form) to be delivered to a statement is made). As soon as practicable following the date that transferee pursuant to a Registration Statement, which ADSs shall be free of all restrictive legends. In connection therewith, if required by the Company’s agent which maintains the register of members of Ordinary Shares or the Depositary, the Company shall promptly after the effectiveness of the Registration Statement becomes effectivecause an opinion of legal counsel as to the effectiveness of the Registration Statement to be delivered to such agent or the Depositary, together with any other authorizations, certificates and directions requested by such agent or the Depositary, which authorize and direct such agent or the Depositary to issue such Registrable Securities without legend upon sale by the Investor under the Registration Statement. (c) The Company understands that each Holder disclaims being an underwriter, but in the event any event within two (2) Business Days Holder is deemed an underwriter, the Company shall not be relieved of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statementany obligations it has hereunder.

Registration. (a) Upon the written occurrence of a Triggering Event, ------------ Issuer shall, at the request of ▇▇▇▇▇▇▇ at any time on or after Grantee included in the six-month anniversary of the Closing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Exercise Notice, as promptly as practicable prepare, file with and keep current a shelf registration state ment under the SEC a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) Securities Act covering the resale of the Registrable Securities. Any Registration Statement shall provide for the resale of Registrable Securities all Option Shares issued and issuable pursuant to any method or combination of methods legally available to, the Option and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus shall use its commercially best reasonable efforts to cause such Registration Statement registration statement to become effective and remain current in order to permit the sale or other disposition of any Option Shares issued upon exercise of the Option in accordance with any plan of disposition requested by Grantee; provided, however, that Issuer may postpone or suspend the filing or -------- ------- effectiveness of a registration statement relating to a registration request by Grantee under this Section 8 for a period of time (not in excess of 30 days) if such filing or effectiveness would require the disclosure of material information that Issuer has a bona fide business purpose for preserving as ---- ---- confidential or would cause Issuer, at a time when Issuer is otherwise in compliance with all its obligations under this Section 8, to be declared effective not later than 240 days following Stratus' receipt in violation of the Registration Noticefederal securities laws or the rules and regulations thereunder. Issuer will use its best reasonable efforts to cause such registration statement first to become effective and then to remain effective for 270 days or until such earlier date as all shares registered shall have been sold by Grantee. In connection with any such registration, Issuer and Grantee shall provide each other with representations, warranties, indemnities, contribution and other agreements customarily given in connection with such registrations. If requested by Grantee in connection with such registration, Issuer shall become a party to one underwriting agreement (the managing underwriter(s) thereunder being approved by Issuer, such approval not to be unreasonably withheld or delayed) relating to the sale of such shares, but only to the extent of obligating Issuer in respect of representations, warranties, indemnities, contribution and other agreements customarily made by issuers in such underwriting agreements. (b) Stratus shall use its commercially reasonable efforts In the event that Grantee so requests, the closing of the sale or other disposition of the Option Shares or other securities pursuant to cause a Registration Statement registration statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to 8(a) shall occur substantially simultaneously with the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any exercise of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness PeriodOption. (c) Subject to Section 2.2, a Registration Statement when effective 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement.

Registration. (a) Upon No later than the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall file with the SEC Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register 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 (or such other form as is then available to Stratus to effect a registration for resale of covering the Registrable Securities) covering the resale of the Registrable Securities. Any Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus shall use its commercially reasonable efforts to cause such Registration Statement to be has been declared effective not later than 240 days following Stratus' receipt by the Commission. Subject to the terms of this Agreement, the Registration Notice. (b) Stratus Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to under this Agreement (including, without limitation, under Section 2.1 3(c)) to be effectivedeclared effective under the Securities Act within one hundred twenty (120) days after the filing thereof, supplementedbut in any event no later than the applicable Effectiveness Date, amended and replaced shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement (i) have ceased been sold, thereunder or pursuant to be Registrable Securities and Rule 144, or (ii) there are no longer any Registrable Securities outstanding 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, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence The Company shall telephonically request effectiveness of any event that would cause the a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the prospectus contained therein 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 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 Holders within one (i1) Trading Day of such notification of effectiveness or failure to contain file a final Prospectus as foresaid shall be deemed an untrue statement of material fact or omit to state any material fact necessary to make Event under Section 2(g). (b) Notwithstanding the statements therein not misleading or (ii) not to be effective and usable for registration obligations set forth in Section 2(a), if the resale of Commission informs the Company that all or part of the Registrable Securities by ▇▇▇▇▇▇▇cannot, Stratus shall 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 file an appropriate amendment to inform each of the Registration Statement curing such defect, and, if SEC review is required, Holders thereof and use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Initial Registration Statement as may be necessary to keep such Registration Statement effective during required by the Effectiveness Period; cause Commission, covering the Prospectus maximum number of Registrable Securities permitted to be supplemented registered by any required Prospectus supplementthe Commission, and on Form S-3 or such other form available to register for resale the Registrable Securities as so supplemented a secondary offering, subject to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the Securities Act provisions of Section 2(d) with respect to the disposition 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 securities covered by of the Registration Statement during Registrable Securities in accordance with the Effectiveness PeriodSEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Subject Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2.22(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 when effective will comply 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 form in all material respects with all applicable requirements its Registrable Securities, the number of the Registrable 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 registered on such Registration Statement will be reduced as follows: (i) first, the Company shall reduce or necessary eliminate any securities to make be included by any Person other than a Holder; and (ii) second, the statements therein not misleading Company shall reduce Registrable Securities represented by Conversion Shares (andapplied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares 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 commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, 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 amended. (d) Provided that no event of default exists under the Purchase Agreement or any prospectus contained of the other Transaction Documents, if: (i) the Initial Registration Statement is not filed on or prior to the Filing Date (if the Company files the Initial Registration Statement without providing the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)) or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) 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 otherwise respond in writing to 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 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 clause (i) thirty (30) calendar days after 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 light Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date thereafter (if the applicable Event shall not have been cured by such date) or any pro rata portion thereof, until the applicable Event is cured or sixty (60) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of one percent (1.0%) multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement; provided that the maximum amount payable thereunder shall not exceed four percent (4%) of the circumstances under which a statement is made)aggregate Subscription Amount. As soon as practicable following If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of eighteen percent (18%) per annum (or such lesser maximum amount that is permitted to be 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. (e) Notwithstanding anything to the contrary contained herein but subject to comments by the Commission, in no event shall the Company be permitted to name any Holder or affiliate of a Registration Statement becomes effective, but in Holder as any event within two (2) Business Days Underwriter without the prior written consent of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration StatementHolder.

Registration. (a) Upon On or prior to the written request applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of ▇▇▇▇▇▇▇ at any time on or after all Registrable Securities (other than in the six-month anniversary case of the Closing initial Registration Statement to be filed under this Section 2(a), the 2008 Make Good Shares, the 2009 Make Good Shares and any Settlement Shares) not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement required to be filed under this Agreement shall be filed on Form S-1 (or on such other form appropriate for such purpose) and contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s written consent) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). If for any reason other than due solely to SEC Restrictions, a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of all such unregistered Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. (b) Notwithstanding anything to the contrary contained in this Section 2, if the Company receives Commission Comments, and following discussions with and responses to the Commission in which the Company uses its reasonable best efforts and time to cause as many Registrable Securities (other than the 2008 Make Good Shares, 2009 Make Good Shares and any Settlement Shares, unless the 2008 Delivery Date or the 2009 Delivery Date, as the case may be, shall have occurred) for as many Holders as possible to be included in the Registration Statement filed pursuant to Section 2(a) without characterizing any Holder as an underwriter (and in such regard uses its reasonable best efforts to cause the Commission to permit the affected Holders or their respective counsel to participate in Commission conversations on such issue together with Company U.S. Counsel, and timely conveys relevant information concerning such issue with the affected Holders or their respective counsel), the Company is unable to cause the inclusion of all Registrable Securities, then the Company may, following not less than three (3) Trading Days prior written notice to the Holders (i) remove from the Registration Statement such Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the Commission may require in order for the Commission to allow such Registration NoticeStatement to become effective; provided, that in no event may the Company name any Holder as an underwriter without such Holder’s prior written consent (collectively, the “SEC Restrictions”). Unless the SEC Restrictions otherwise require, Stratus shall, within sixty days any cut-back imposed pursuant to this Section 2(b) shall be allocated first (i) among any securities of its receipt of the Company to be included in such Registration NoticeStatement pursuant to Section 6(b) and second (ii) among the Registrable Securities of the Holders on a pro rata basis. No liquidated damages under Section 2(f) shall accrue on or as to any Cut Back Shares, and the required Effectiveness Date for such Registration Statement will be tolled, until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all provisions of this Section 2 (including, without limitation, the liquidated damages provisions, subject to tolling as provided above) shall again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Securities”) so that the Company will be required to file with and cause to be declared effective by the SEC Commission such additional Registration Statements in the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities (if such Registrable Securities cannot at such time be resold by the Holders thereof without volume limitations pursuant to Rule 144). (c) Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register Registrable Securities for resale, the Company shall file a Registration Statement on Form S-3 covering all such Registrable Securities (or such other form as is a post-effective amendment on Form S-3 to the then available to Stratus to effect a registration for resale of the Registrable Securitieseffective Registration Statement) covering the resale of the Registrable Securities. Any Registration Statement and shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus shall use its commercially reasonable efforts to cause such Registration Statement to be filed by the Filing Date for such Registration Statement and declared effective under the Securities Act as soon as possible thereafter, but in any event prior to the Effectiveness Date therefor. Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not later than 240 days occur without such Holder’s consent) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following Stratus' receipt the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration NoticeStatement (whether or not such filing is technically required under such Rule). (bd) Stratus shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced On or prior to the extent necessary to ensure that it is available for applicable Filing Date, the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus Company shall prepare and file with the SEC Commission a Registration Statement covering the resale of the 2008 Make Good Shares and the 2008 Settlement Shares, as applicable, on Form S-3 if the Company is then eligible to utilize such amendments Form (or on such other form appropriate for such purpose) and post-shall cause such Registration Statement to be filed by the Filing Date for such Registration Statement and declared effective amendments under the Securities Act as soon as possible thereafter, but in any event prior to the Effectiveness Date therefor. Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as may be necessary to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s consent) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period; cause Period which is applicable to it. By 5:00 p.m. (New York City time) on the Prospectus to be supplemented by any required Prospectus supplementBusiness Day immediately following the Effective Date of such Registration Statement, and as so supplemented to be filed pursuant to the Company shall file with the Commission in accordance with Rule 424 under the Securities ActAct the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (e) On or prior to the applicable Filing Date, the Company shall prepare and to comply fully file with the rules Commission a Registration Statement covering the resale of the 2009 Make Good Shares and regulations the 2009 Settlement Shares, as applicable, on Form S-3 if the Company is then eligible to utilize such Form (or on such other form appropriate for such purpose) and shall cause such Registration Statement to be filed by the Filing Date for such Registration Statement and declared effective under the Securities Act as soon as possible thereafter, but in any event prior to the Effectiveness Date therefor. Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a timely manner; and comply with review of such Registration Statement, other than as to the provisions characterization of any Holder as an underwriter, which shall not occur without such Holder’s consent) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period which is applicable to it. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with respect the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (f) If: (i) a Registration Statement is not filed on or prior to its Filing Date covering the disposition of all securities covered Registrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the Business Day immediately following the Effective Date, the Company shall not have filed a “final” prospectus for the Registration Statement during with the Commission under Rule 424(b) in accordance with the terms hereof (whether or not such a prospectus is technically required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 30 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an "Event," and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 Trading 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 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 Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The parties agree that in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Holders in any 30-day period and the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be ten percent (10%) of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. 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 (except in the case of the first Event Date), and shall cease to accrue (unless earlier cured) upon the expiration of the Effectiveness Period. (cg) Subject Each Holder agrees to Section 2.2, furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement when effective will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will shall not contain an untrue statement of a material fact or omit to state a material fact be required to be stated therein pay any liquidated or necessary other damages under Section 2(f) to make any Holder who fails to furnish to the statements therein not misleading Company a fully completed Selling Holder Questionnaire at least five Trading Days prior to the Filing Date (and, subject to the requirements set forth in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is madeSection 3(a). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement).

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, The Company shall file with the SEC a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration statement for resale of the Registrable Securities) covering the resale of the Registrable Securities, not later than thirty (30) Business Days after the Execution Date, which registration statement shall be filed with the SEC on Form F-1 (the “Initial Registration Statement”). Any The Company shall use its commercially reasonable efforts to (i) cause the Registration Statement (as defined below) to be declared effective by the SEC as soon as practicable, and (ii) keep the Registration Statement continuously effective under the Securities Act until the Investor ceases to hold Registrable Securities. The Registration Statement shall provide for the resale of Registrable Securities pursuant to any method or combination of methods of resale of Registrable Securities legally available to, and requested by, ▇▇▇▇▇▇▇the Investor, and shall comply with the relevant provisions of the Securities Act and Exchange Act. The Investor acknowledges that it will be identified in the Registration Statement as an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and the Investor shall furnish all information reasonably requested by the Company for inclusion therein and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement. If Form F-3 becomes available for the registration of the resale of all of the Registrable Securities hereunder, the Company may use such Form; provided, however, if Form F-3 is not available for the registration of the resale of all of the Registrable Securities hereunder, the Company shall maintain the effectiveness of the Registration Statement is not automatically then in effect until such time as a registration statement on Form F-3 covering all of the Registrable Securities has been declared effective upon filingby the SEC. (b) Notwithstanding the registration obligations set forth in Section 7.1(a), then Stratus shall if the SEC 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 the Investor and use its commercially reasonable efforts to cause such file amendments to the Initial Registration Statement or a new registration statement (a “New Registration Statement”) as required by the SEC, covering the maximum number of Registrable Securities permitted to be declared effective not later than 240 days following Stratus' receipt registered by the SEC, on Form F-1, Form F-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of the Registration NoticeSection 7.1(a). (bc) Stratus shall If the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, in accordance with Section 7.1(b) above, the Company will use its commercially reasonable efforts to cause file with the SEC, as promptly as possible, one or more registration statements on Form F-1 or F-3 or such other form that is available to register for resale all of those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. The Initial Registration Statement, a New Registration Statement filed Statement, and any other registration statements pursuant to this Section 2.1 which the Company seeks to be effective, supplemented, amended and replaced to the extent necessary to ensure that it is available register for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (shall each be referred to herein as a “Registration Statement” and collectively as the “Effectiveness Period”Registration Statements.” The term “Registration Statement(s). Subject ” shall include any prospectus, amendments and supplements to Section 2.2such registration statement or prospectus, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments including pre-and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus amendments, all exhibits thereto, and all material incorporated by reference or deemed to be supplemented incorporated by any required Prospectus supplementreference, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject to Section 2.2, a Registration Statement when effective 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 stated therein or necessary to make the statements therein not misleading (andif any, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statementregistration statement.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, 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 for such purpose). Such Registration Notice”), Stratus shall, within sixty days of its receipt Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Notice, file with Statement) a “Plan of Distribution” section in form and substance substantially the SEC a same as the “Plan of Distribution” section included in the Company’s Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale No. 333-112759) (the “Plan of the Registrable Securities) covering the resale of the Registrable SecuritiesDistribution Section”). Any Registration Statement The Company shall provide for the resale of Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus its Effectiveness Date, and shall use its commercially reasonable best efforts to cause a keep the Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any is the earlier of the following occurs: (i) the later to occur of (A) two years after its Effective Date, and (B) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k) 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 and (ii) such time as all of the Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding been publicly sold by the Holders (the “Effectiveness Period”). Subject . (b) If for any reason the Commission does not permit all of the Registrable Securities to Section 2.2, upon the occurrence of any event that would cause be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any outstanding Registrable Securities are not then covered by an effective Registration Statement, then the prospectus contained therein (i) to contain Company shall prepare and file by the Filing Date for such Registration Statement, an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for additional Registration Statement covering the resale of all or part of Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities by ▇▇▇▇▇▇▇on Form S-3, Stratus in which case such registration shall promptly file an be on another appropriate amendment to the Registration Statement curing form for such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicablepurpose). Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep Each such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any shall contain (except if otherwise required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under written comments received from the Securities Act, and to comply fully with the rules and regulations under the Securities Act in Commission upon a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject to Section 2.2, a Registration Statement when effective 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness review of such Registration Statement.) a “Plan of Distribution” section in form and substance substantially the same as the Plan of Distribution

Registration. (a) Upon On or prior to the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) 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" attached hereto as Annex A. The Company shall cause the Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier of (i) five years after the Effective Date, (ii) at such time as all of the Registrable SecuritiesSecurities have been publicly sold by the Holders, or (iii) at such time as all of the Registrable Securities may be sold pursuant to Rule 144(k) (the "Effectiveness Period"). (b) If for any reason the Commission does not permit all of the Shares and all Warrant Shares to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any Registrable Securities are not permitted by the Commission to be included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by the 30th day following such date, an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable SecuritiesSecurities on Form S-3, in which case such registration shall be on another appropriate form for such purpose). Any Each such Registration Statement shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the "Plan of Distribution" substantially in the form attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to cause each such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days the 90th day following Stratus' receipt of the date on which the Company becomes aware that such Registration Notice. Statement is required under this Agreement (b) Stratus each such 90th day, the "Effectiveness Date" for such Registration Statement), and shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement continuously effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the entire Effectiveness Period. (c) Subject to Section 2.2, a Registration Statement when effective 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 stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement.

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to each Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement on Form S-3 (or such other form as is then available to Stratus to effect a registration for resale of the Registrable Securities) covering the resale of the 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, on Form S-1 (or on such other form appropriate for such purpose). Any Such Registration Statement shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus its Effectiveness Date, and shall use its commercially reasonable best efforts to cause a keep the Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any is the earlier of the following occurs: (i) five years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have ceased to be been publicly sold by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and (ii) there are no longer any Registrable Securities outstanding acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Subject . (b) If for any reason the Commission does not permit all of the Registrable Securities to Section 2.2, upon the occurrence of any event that would cause be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any outstanding Registrable Securities are not then covered by an effective Registration Statement, then the prospectus contained therein Company shall prepare and file by the Filing Date for such Registration Statement, an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1 (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 review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. 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 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 contain an untrue statement of material fact or omit its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to state any material fact necessary review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to make the statements therein not misleading have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and usable available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 20 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the resale date on which such Event occurs, or for purposes of clause (iii) the date which such 20 Trading 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 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 Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement. The parties agree that the Company will not be liable for liquidated damages under this Section in respect of the Warrants. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven calendar days after the date payable, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all or part such interest thereon, are paid in full. 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, except in the case of the first Event Date. (d) Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities by ▇▇▇▇▇▇▇for resale, Stratus the Company shall promptly file an appropriate a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments possible thereafter, but in any event prior to the Effectiveness Date therefor. Such Registration Statement 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” attached hereto as may Annex A. The Company shall cause such Registration Statement to be necessary declared effective under the Securities Act as soon as possible but, in any event, by its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the entire Effectiveness Period. (ce) Subject Each Holder agrees to Section 2.2, furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement when effective will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will shall not contain an untrue statement of a material fact or omit to state a material fact be required to be stated therein pay any liquidated or necessary other damages under Section 2(c) to make any Holder who fails to furnish to the statements therein not misleading Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (and, subject to the requirements set forth in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is madeSection 3(a). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement).

Registration. (a) Upon On the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale of the Registrable SecuritiesSecurities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) covering the resale of the Registrable Securities. Any Registration Statement and shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus its Effectiveness Date, and shall use its commercially reasonable best efforts to cause a keep the Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any is the earlier of the following occurs: (i) two years from the Closing Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have ceased to be been publicly sold by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and (ii) there are no longer any Registrable Securities outstanding acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Subject . (b) If for any reason the Commission does not permit all of the Registrable Securities to Section 2.2, upon the occurrence of any event that would cause be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any outstanding Registrable Securities are not then covered by an effective Registration Statement, then the prospectus contained therein (i) to contain Company shall prepare and file by the Filing Date for such Registration Statement, an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for additional Registration Statement covering the resale of all or part of Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities by ▇▇▇▇▇▇▇on Form S-3, Stratus in which case such registration shall promptly file an be on another appropriate amendment to the form for such purpose). Each such Registration Statement curing shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such defect, and, if SEC review is required, Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to cause each such amendment Registration Statement to be declared effective under the Securities Act as soon as practicable. Stratus possible but, in any event, by its Effectiveness Date, and shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary use its reasonable best efforts to keep such Registration Statement continuously effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the entire Effectiveness Period. (c) Subject Notwithstanding anything in this Agreement to Section 2.2the contrary, if after any registration statement to which the rights hereunder apply becomes effective (and prior to completion of any sales thereunder), the Board of Directors determines in good faith that the failure of the Company to (i) suspend sales of stock under the registration statement or (ii) amend or supplement the registration statement, would have a material adverse effect on the Company, the Company shall so notify each Holder participating in such registration and each Holder shall suspend any further sales under such registration statement until the Company advises the Holder that the registration statement has been amended or that conditions no longer exist which would require such suspension, provided that the Company may impose any such suspension for no more than 20 days and no more than 2 times during any twelve month period. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement when effective will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will shall not contain an untrue statement of a material fact or omit to state a material fact be required to be stated therein pay any liquidated or necessary other damages under Section 2(c) to make any Holder who fails to furnish to the statements therein not misleading (and, in Company a fully completed Selling Holder Questionnaire at least six Trading Days prior to the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement.Filing Date

Registration. (a) Upon On or prior to the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Closing Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or such other form as except if the Company is not then available eligible to Stratus to effect a registration register for resale of the Registrable SecuritiesSecurities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) covering the resale of the Registrable Securities. Any Registration Statement and shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause such the Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt the Effectiveness Date, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier of (i) five years after the Effective Date, (ii) at such time as all of the Registration NoticeRegistrable Securities have been publicly sold by the Holders, or (iii) at such time as all of the Registrable Securities may be sold pursuant to Rule 144(k) (the "Effectiveness Period"). (b) Stratus shall use its commercially reasonable efforts If for any reason the Commission does not permit all of the Shares and all Warrant Shares to cause a be included in the Registration Statement filed pursuant to this Section 2.1 2(a), or for any other reason any Registrable Securities are not permitted by the Commission to be effectiveincluded in a Registration Statement filed under this Agreement, supplementedthen the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, amended and replaced to but in any event by the extent necessary to ensure that it is available for 30th day following such date, an additional Registration Statement covering the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (i) all Registrable Securities not already covered by such an existing and effective Registration Statement have ceased for an offering to be Registrable Securities and made on a continuous basis pursuant to Rule 415, on Form S-3 (ii) there are no longer any Registrable Securities outstanding (except if the “Effectiveness Period”). Subject Company is not then eligible to Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable register for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject to Section 2.2, a Registration Statement when effective 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 stated therein or necessary to make the statements therein not misleading (andon Form S-3, in the which case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of the effectiveness of such Registration Statement.registration shall

Registration. (a) Upon the written request of ▇▇▇▇▇▇▇ at any time on On or after the six-month anniversary of the Closing prior to each Filing Date, (the “Registration Notice”), Stratus shall, within sixty days of its receipt of such Registration Notice, Company shall prepare and file with the SEC Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1 or if eligible, Form S-3 (or on such other form as is then available to Stratus to effect a registration appropriate for resale of the Registrable Securities) covering the resale of the Registrable Securitiessuch purpose). Any Such Registration Statement shall provide for the resale of Registrable Securities contain (except if otherwise required pursuant to any method or combination written comments received from the Commission upon a review of methods legally available to, and requested by, ▇▇▇▇▇▇▇. If such Registration Statement is not automatically effective upon filing, then Stratus Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective not under the Securities Act as soon as possible but, in any event, no later than 240 days following Stratus' receipt of the Registration Notice. (b) Stratus its Effectiveness Date, and shall use its commercially reasonable best efforts to cause a keep the Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented, amended and replaced to continuously effective under the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ Act until the earliest date on which any is the earlier of the following occurs: (i) five years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have ceased been publicly sold by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k) 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"). (b) If for any reason the Commission does not permit all of the Registrable Securities to be Registrable Securities and (ii) there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). Subject to Section 2.2, upon the occurrence of any event that would cause included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any outstanding Registrable Securities are not then covered by an effective Registration Statement, then the prospectus contained therein (i) to contain Company shall prepare and file by the Filing Date for such Registration Statement, an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1 or part if eligible, 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 review of such Registration Statement) the "Plan of Distribution" attached hereto as ANNEX A. 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 efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. (c) Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities by ▇▇▇▇▇▇▇for resale, Stratus the Company shall promptly file an appropriate a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments possible thereafter, but in any event prior to the Effectiveness Date therefor. Such Registration Statement 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" attached hereto as may ANNEX A. The Company shall cause such Registration Statement to be necessary declared effective under the Securities Act as soon as possible but, in any event, by its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the entire Effectiveness Period. (cd) Subject to Section 2.2, If: (i) a Registration Statement when effective will comply as is not filed on or prior to form in all material respects with all applicable requirements of its Filing Date (if the Securities Act and the Exchange Act and will not contain an untrue statement of Company files a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (andRegistration Statement, except in the case of any prospectus contained in such Registration Statementan amendment that does not concern a Holder, in without affording the light of Holders the circumstances under which a statement is madeopportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i). As soon as practicable following the date that ), or (ii) a Registration Statement becomes effectiveis not declared effective by the Commission on or prior to its required Effectiveness Date, but or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 15 calendar days (which need not be consecutive) in any event within two 12-month period (2any such failure or breach being referred to as an "EVENT," and for purposes of clauses (i) Business Days or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 15 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: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5 % of the aggregate Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement; and (y) 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, Stratus the Company shall provide ▇▇▇▇▇▇▇ with written notice pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the effectiveness aggregate Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement. The parties agree that the Company will not be liable for liquidated damages under this Section in respect of the Warrants. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be 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 daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. (e) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as ANNEX B (a "SELLING HOLDER QUESTIONNAIRE"). The Company shall not be required to include the Registrable Securities of a Holder in a Registration StatementStatement and shall not be required to pay any liquidated or other damages under Section 2(d) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (subject to the requirements set forth in Section 3(a)).